Restatement Date. The Company, each Lender, the Agent and the Co-Administrative Agent agree that on the Restatement Date the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) The Prior Credit Agreement shall be deemed to be amended and restated in its entirety in the form of this Agreement. (b) The Co-Administrative Agent shall, promptly after receipt of the Notes reflecting amendments to the Prior Credit Agreement effected hereunder, cancel and return to the Company (upon receipt from the Lenders) the promissory notes being replaced by such Notes. The Company, each Lender, the Agent and the Co-Administrative Agent agree that (i) the restatement transactions provided in the foregoing sentence shall not be effective until the execution of this Agreement by all of the parties hereto and the satisfaction of the conditions precedent set forth in Section 5.01 hereof, (ii) all terms and conditions of the Prior Credit Agreement which are amended and restated by this Agreement shall remain effective until such amendment and restatement becomes effective hereunder, and thereafter shall continue to be effective only as amended and restated by this Agreement, and (iii) the representations, warranties and covenants set forth herein shall become effective concurrently with the execution of this Agreement by all of the parties hereto. (c) The Lenders, upon the effectiveness of this Agreement in accordance with its terms, will continue to lend monies and/or make advances, extensions of credit or other financial accommodations to, on behalf of or for the benefit of the Company pursuant hereto, and (i) any loans made under the Prior Credit Agreement which are not repaid on the Restatement Date will automatically, and without further action on the part of the Lenders or the Company, become Revolving Loans under this Agreement held ratably in proportion to the several Commitments of the Lenders hereunder and (ii) any Existing Letter of Credit issued and outstanding under the Prior Credit Agreement will automatically, and without further action on the part of the Lenders or the Company, become Letters of Credit under this Agreement. Any loans under the Prior Credit Agreement which are repaid on the Restatement Date will be paid to the Lenders under the Prior Credit Agreement in such proportions as shall be necessary to (x) repay in full the Loans held by any lenders under the Prior Credit Agreement which are not Lenders hereunder and (y) allow the Loans remaining outstanding hereunder after giving effect to such payment to be held by the Lenders hereunder ratably in proportion to their several Commitments.
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Restatement Date. The Company, obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each Lender, the Agent and the Co-Administrative Agent agree that on the Restatement Date of the following transactions shall be deemed to occur automatically, without further action by any party hereto:conditions is satisfied (or waived in accordance with Section 10.2):
(a) The Administrative Agent (or its counsel) shall have received from Lenders under the Prior Credit Agreement shall be deemed as in effect immediately prior to be amended the Restatement Date (each an “Existing Lender”) constituting Required Lenders under the Prior Credit Agreement as in effect immediately prior to the Restatement Date, and restated in its entirety in from each Loan Party, either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the form Administrative Agent (which may include facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Co-Administrative Agent shall, promptly after receipt of the Notes reflecting amendments (or its counsel) shall have received from each party to the Prior Credit Agreement effected hereunderRestatement Supplement, cancel and return to the Company (upon receipt from the Lenders) the promissory notes being replaced by such Notes. The Company, each Lender, the Agent and the Co-Administrative Agent agree that either (i) the restatement transactions provided in the foregoing sentence shall not be effective until the execution a counterpart thereof signed on behalf of this Agreement by all of the parties hereto and the satisfaction of the conditions precedent set forth in Section 5.01 hereof, each such party or (ii) all terms and conditions written evidence satisfactory to the Administrative Agent (which may include facsimile transmission of the Prior Credit Agreement which are amended and restated by this Agreement shall remain effective until a signed signature page thereof) that such amendment and restatement becomes effective hereunder, and thereafter shall continue to be effective only as amended and restated by this Agreement, and (iii) the representations, warranties and covenants set forth herein shall become effective concurrently with the execution of this Agreement by all of the parties heretoparty has signed a counterpart thereof.
(c) The Lendersaggregate sum of all Additional Term Loan Commitments issued pursuant to the Restatement Supplement shall equal no less than $225,000,000.
(d) The Administrative Agent shall have received a Note, upon for each Lender having a Commitment under the effectiveness of this Agreement in accordance with its termsRestatement Supplement that does not otherwise have a Note and that shall have requested one, will continue to lend monies and/or make advances, extensions of credit or other financial accommodations to, signed on behalf of or for the benefit Borrower.
(e) The Administrative Agent shall have received, to the extent requested thereby, a completed Perfection Certificate, dated the Restatement Date and signed by a Financial Officer of the Company pursuant heretoBorrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 7.2 or have been released.
(f) The Administrative Agent shall have received a certificate, dated the Restatement Date and signed by the chief financial officer of each of the Borrower and the Parent:
(i) any loans made under confirming compliance with the Prior Credit Agreement which are not repaid on the Restatement Date will automaticallyconditions set forth in paragraphs (a) and (b) of Section 5.2, and without further action on certifying the part aggregate amount of the Lenders or the Company, become Revolving Loans under this Agreement held ratably in proportion to the several Commitments of the Lenders hereunder and Ohio Obligations,
(ii) confirming that the performance by each Loan Party of its obligations under each Loan Document shall not (a) violate any Existing Letter applicable law, statute, rule or regulation or (b) conflict with, or result in a default or event of default under, any material agreement of any Loan Party or any other Subsidiary,
(iii) confirming that there shall be no litigation or administrative proceeding, or regulatory development, that would reasonably be expected to have a material adverse effect on (a) the business, assets, operations, prospects, condition (financial or otherwise) or material agreements of the Parent, the Borrower and the Subsidiaries, taken as a whole, (b) the ability of any Loan Party to perform any of its obligations under any Loan Document or (c) the rights of or benefits available to any Credit issued Party under any Loan Document,
(iv) confirming that all approvals (other than immaterial approvals) and outstanding under consents of all Persons (other than consents duly waived) required to be obtained by the Prior Credit Agreement will automaticallyLoan Parties in connection with the consummation of the Restatement Transactions shall have been obtained and shall be in full force and effect, and without further action all notices required of any Loan Party shall have been given and all required waiting periods shall have expired, and
(v) setting forth reasonably detailed calculations demonstrating compliance with Sections 7.12, 7.13, and 7.14 on the part of the Lenders or the Company, become Letters of Credit under this Agreement. Any loans under the Prior Credit Agreement which are repaid on the Restatement Date will be paid to the Lenders under the Prior Credit Agreement in such proportions as shall be necessary to (x) repay in full the Loans held by any lenders under the Prior Credit Agreement which are not Lenders hereunder and (y) allow the Loans remaining outstanding hereunder a pro forma basis immediately after giving effect to the Restatement Transactions occurring on or prior to the Restatement Date.
(g) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Restatement Transactions, the incumbency of its officer or officers who may sign the Restatement Loan Documents, including therein a signature specimen of such officer or officers and any other legal matters relating to the Loan Parties, the Loan Documents or the Restatement Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.
(h) The Administrative Agent shall have received all fees and other amounts due and payable to it on or prior to the Restatement Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be held reimbursed or paid by the Borrower hereunder.
(i) The Administrative Agent shall have received a favorable written opinion (addressed to the Credit Parties and dated the Restatement Date) from Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP on behalf of the Loan Parties covering such matters relating to the Loan Parties, the Loan Documents and the Restatement Transactions as the Administrative Agent or Required Lenders hereunder ratably in proportion shall reasonably request. The Borrower hereby requests such counsel to their several Commitmentsdeliver such opinion. The Administrative Agent shall notify the Borrower and the Credit Parties of the Restatement Date and, subject to Section 10.6, such notice shall be conclusive and binding.
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Restatement Date. The Company, This Agreement shall not become effective until the date on which each Lender, the Agent and the Co-Administrative Agent agree that on the Restatement Date of the following transactions shall be deemed to occur automatically, without further action by any party hereto:conditions is satisfied (or waived or deferred in accordance with Section 9.02 or the penultimate paragraph of this Section 4.01):
(a) The Prior Credit Administrative Agent (or its counsel) shall have received from the Borrower, the Administrative Agent and each Lender either (i) counterparts of this Agreement shall be deemed signed on behalf of each such party or (ii) written evidence satisfactory to be amended and restated in its entirety in the form Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that each such party has signed a counterpart of this Agreement.
(b) The Co-Administrative Agent shall, promptly after receipt of the Notes reflecting amendments shall have received favorable written opinions (addressed to the Prior Credit Agreement effected hereunder, cancel and return to the Company (upon receipt from the Lenders) the promissory notes being replaced by such Notes. The Company, each Lender, the Administrative Agent and the Co-Administrative Agent agree that Lenders and dated the Restatement Date) of (i) Xxxxxxxxx & Xxxxxxx LLP, counsel for the restatement transactions provided Borrower, substantially in the foregoing sentence shall not be effective until the execution form of this Agreement by all of the parties hereto Exhibit E-1, and the satisfaction of the conditions precedent set forth in Section 5.01 hereof, (ii) all terms and conditions the General Counsel, the Associate General Counsel or an Assistant General Counsel of the Prior Credit Agreement which are amended and restated by this Agreement shall remain effective until such amendment and restatement becomes effective hereunderBorrower, substantially in the form of Exhibit E-2, and thereafter covering such other matters relating to the Credit Parties, the Credit Documents or the Transactions as the Administrative Agent or the Majority Lenders shall continue to be effective only as amended and restated by this Agreement, and (iii) the representations, warranties and covenants set forth herein shall become effective concurrently with the execution of this Agreement by all of the parties heretoreasonably request.
(c) The LendersAdministrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, upon existence and good standing of each Credit Party, the authorization by the Credit Parties of the Transactions and any other legal matters relating to the Borrower, the other Credit Parties, the Credit Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(d) The Obligations shall have been designated by the Borrower as, and shall be, "Designated Senior Obligations" under the Lien Subordination and Intercreditor Agreement.
(e) The amendment and restatement of the First Lien Agreement shall have become effective or shall concurrently become effective in substantially the form thereof most recently posted to IntraLinks prior to the date hereof with only such changes thereto as shall not be adverse to the Lenders in any material respect and shall have been approved by the Administrative Agent. All conditions to the effectiveness of this the amendment and restatement of the First Lien Agreement shall have been satisfied. The Collateral Agent and the collateral agent under the First Lien Agreement shall have reaffirmed application the Lenders Lien Subordination and Intercreditor Agreement in accordance with its terms, will continue to lend monies and/or make advances, extensions of credit or other financial accommodations to, on behalf of or for the benefit respect of the Company pursuant hereto, Obligations and (i) any loans made the obligations under the Prior amended and restated First Lien Agreement.
(f) The representations and warranties set forth in Article III and in the other Credit Agreement which are not repaid Documents (insofar as the representations and warranties in such other Credit Documents relate to the transactions provided for herein or to the Collateral securing the Obligations) shall be true and correct in all material respects on the Restatement Date will automatically, and without further action on the part of the Lenders or the Company, become Revolving Loans under this Agreement held ratably in proportion Administrative Agent shall have received a certificate signed by a Financial Officer to the several Commitments of effect that the Lenders hereunder representations and (ii) any Existing Letter of Credit issued warranties set forth in Article III shall be true and outstanding under the Prior Credit Agreement will automatically, and without further action on the part of the Lenders or the Company, become Letters of Credit under this Agreement. Any loans under the Prior Credit Agreement which are repaid correct in all material respects on the Restatement Date will be paid to Date.
(g) The Borrower and the Lenders under the Prior other Credit Agreement in such proportions as Parties shall be necessary to (x) repay in full compliance with all the Loans held by any lenders under terms and provisions set forth herein and in the Prior other Credit Agreement which are not Lenders hereunder and (y) allow the Loans remaining outstanding hereunder after giving effect to such payment Documents in all material respects on their part to be held observed or performed, and at the time of and immediately after the Restatement Date, no Default shall have occurred and be continuing, and the Administrative Agent shall have received a certificate signed by the Lenders hereunder ratably in proportion a Financial Officer to their several Commitmentsthat effect.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Goodyear Tire & Rubber Co /Oh/)
Restatement Date. The Company, each Lender, the Agent and the Co-Administrative Agent agree that on On the Restatement Date the following transactions shall be deemed to occur automatically, without further action by any party heretoDate:
(a) The Prior Credit Agreement Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a written opinion of (i) Ropes & Xxxx LLP, counsel for Holdings and the Borrower, in substantially the form attached as Exhibit F-1, and (ii) each local counsel listed on Schedule 4.02(a), in substantially the form attached as Exhibit F-2, in each case, (A) dated the Restatement Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions.
(b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be deemed reasonably satisfactory to be the Lenders, to the Issuing Bank and to the Administrative Agent.
(c) The Administrative Agent shall have received (i) a certificate, dated the Restatement Date and signed by the Secretary or Assistant Secretary of Holdings and the Borrower, certifying that (A) except as set forth on any schedule attached thereto, the certificate or articles of incorporation of Holdings, the Borrower and each other Loan Party previously delivered on the Closing Date (or such later date on which such person became a Loan Party) have not been amended since the date of such delivery, (B) except as set forth on any schedule attached thereto, the by-laws of Holdings, the Borrower and restated each other Loan Party as in its entirety effect and delivered on the Closing Date (or such later date on which such person became a Loan Party) have not been amended since the date of such delivery, (C) attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or other equivalent governing body of Holdings, the Borrower and each other Loan Party authorizing the execution, delivery and performance of the Amendment Agreement (including Exhibit A thereto in the form of this Agreement) and the other Loan Documents to which such person is a party, as applicable, and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (D) as to the incumbency and specimen signature of each officer executing the Amendment Agreement or any other Loan Document or any other document delivered in connection therewith on behalf of such Loan Party; (ii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (i) above; and (iii) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request.
(bd) The Co-Administrative Agent shallshall have received a certificate, promptly after receipt dated the Restatement Date and signed by a Financial Officer of the Notes reflecting amendments to the Prior Credit Agreement effected hereunderBorrower, cancel and return to the Company (upon receipt from the Lenders) the promissory notes being replaced by such Notes. The Company, each Lender, the Agent and the Co-Administrative Agent agree that (i) the restatement transactions provided in the foregoing sentence shall not be effective until the execution of this Agreement by all of the parties hereto and the satisfaction of confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 5.01 hereof4.01.
(e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Restatement Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document.
(iif) all The Security Documents shall be in full force and effect on the Restatement Date, and each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded in order to create or continue in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority Lien on, and security interest in, the Collateral (subject to any Liens expressly permitted by Section 6.02) shall have been delivered to the Collateral Agent. The Pledged Collateral (as defined in the Guarantee and Collateral Agreement) shall be duly and validly pledged under the Guarantee and Collateral Agreement to the Collateral Agent for the benefit of the Secured Parties, and certificates representing such Pledged Collateral, accompanied by instruments of transfer and stock powers endorsed in blank, shall have been delivered to the Collateral Agent.
(g) The Amendment Agreement shall have become effective in accordance with its terms.
(h) The Borrower shall have received gross cash proceeds of not less than $75,000,000 from the issuance of the Additional Subordinated Notes. The terms and conditions of the Prior Credit Agreement which are amended and restated by this Agreement Additional Subordinated Notes (other than the pricing terms thereof) shall remain effective until such amendment and restatement becomes effective hereunder, and thereafter be identical in all material respects to the Existing Subordinated Notes. The Administrative Agent shall continue to be effective only as amended and restated by this Agreement, and (iii) have received copies of the representations, warranties and covenants set forth herein shall become effective concurrently Subordinated Note Documents executed in connection with the execution of this Agreement by all issuance of the parties heretoAdditional Subordinated Notes, certified by a Financial Officer of the Borrower as being complete and correct.
(c) The Lenders, upon the effectiveness of this Agreement in accordance with its terms, will continue to lend monies and/or make advances, extensions of credit or other financial accommodations to, on behalf of or for the benefit of the Company pursuant hereto, and (i) any loans made under the Prior Credit Agreement which are not repaid on the Restatement Date will automatically, and without further action on the part of the Lenders or the Company, become Revolving Loans under this Agreement held ratably in proportion to the several Commitments of the Lenders hereunder and (ii) any Existing Letter of Credit issued and outstanding under the Prior Credit Agreement will automatically, and without further action on the part of the Lenders or the Company, become Letters of Credit under this Agreement. Any loans under the Prior Credit Agreement which are repaid on the Restatement Date will be paid to the Lenders under the Prior Credit Agreement in such proportions as shall be necessary to (x) repay in full the Loans held by any lenders under the Prior Credit Agreement which are not Lenders hereunder and (y) allow the Loans remaining outstanding hereunder Immediately after giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the Subordinated Notes, (c) the Contingent Notes and (d) other Indebtedness permitted under Section 6.01. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings shall have no outstanding Indebtedness or preferred stock other than (a) its Guarantee of the Indebtedness outstanding under this Agreement and (b) the Holdings Subordinated Notes.
(j) The Lenders shall have received the financial statements and opinion referred to in Section 3.05, none of which shall demonstrate a material adverse change in the financial condition of the Borrower from the forecasts previously provided to the Lenders.
(k) All requisite Governmental Authorities shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall be no litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. All requisite third-party consents necessary for the consummation of the Acquisition shall have been obtained except for those third-party consents where the failure to so obtain such payment consents would not have a Material Adverse Effect.
(l) The Existing Term Loans, together with accrued interest thereon, shall have been repaid, or shall be repaid simultaneously with the initial Borrowing of the Term Loans hereunder.
(m) The Collateral Agent shall have received a certificate, dated the Restatement Date and signed by a Responsible Officer of the Borrower, certifying that, except as set forth on any schedule attached thereto, the information set forth on the Perfection Certificate is complete, correct and accurate as of the Restatement Date.
(n) The Lenders shall have received, to be held the extent requested, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Lenders hereunder ratably in proportion to their several CommitmentsU.S.A. Patriot Act.
Appears in 1 contract
Restatement Date. The Company, each Lender, the Agent and the Co-Administrative Agent agree that on On the Restatement Date the following transactions shall be deemed to occur automatically, without further action by any party heretoDate:
(a) The Prior Credit Agreement Administrative Agent shall be deemed have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Xxxx X. Xxxxxx, Esq., Assistant General Counsel- Corporate of the Borrower, substantially to be amended the effect set forth in Exhibit E-1, and restated (ii) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in its entirety Exhibit E-2, in each case (A) dated on or shortly prior to the form of this AgreementRestatement Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Amendment Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions.
(b) The Co-All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent shalland, promptly after receipt of the Notes reflecting amendments to the Prior Credit Agreement effected hereunderextent requested, cancel the Lenders shall have received all documentation and return other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.
(c) The Administrative Agent shall have received a certificate, dated on or shortly prior to the Company (upon receipt from Restatement Date and signed by the Lenders) the promissory notes being replaced by such Notes. The Company, Secretary or Assistant Secretary of each Lender, the Agent of Holdings and the Co-Administrative Agent agree that Borrower, certifying that, except as set forth on any schedule attached thereto, (i) the restatement transactions provided in certificate or articles of incorporation of each Loan Party previously delivered on the foregoing sentence shall First Restatement Date (or such later date on which such person became a Loan Party) have not be effective until been amended since the execution of this Agreement by all date of the parties hereto last amendment thereto shown on the certificate of good standing so furnished and (ii) the satisfaction by-laws of each Loan Party as in effect and delivered to the Administrative Agent on the First Restatement Date (or such later date on which such person became a Loan Party) have not been amended.
(d) The Administrative Agent shall have received a certificate, dated on or shortly prior to the Restatement Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in Section 5.01 hereof, paragraphs (iib) all terms and conditions of the Prior Credit Agreement which are amended and restated by this Agreement shall remain effective until such amendment and restatement becomes effective hereunder, and thereafter shall continue to be effective only as amended and restated by this Agreement, and (iiic) the representations, warranties and covenants set forth herein shall become effective concurrently with the execution of this Agreement by all of the parties heretoSection 4.01.
(ce) The LendersAdministrative Agent shall have received all Fees and other amounts due and payable on or prior to the Restatement Date, upon including, to the effectiveness extent invoiced prior to the Restatement Date, reimbursement or payment of this all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document.
(f) The Amendment Agreement shall have become effective in accordance with its terms.
(g) Each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Administrative Agent to be filed, will continue registered or recorded in order to lend monies and/or make advances, extensions create in favor of credit or other financial accommodations to, on behalf of or the Collateral Agent for the benefit of the Company pursuant heretoSecured Parties a valid, legal and perfected first-priority (except to the extent otherwise provided therein) security interest in and lien on the Collateral (subject to any Lien expressly permitted by Section 6.02) described in the Collateral Agreement shall have been delivered to the Collateral Agent.
(h) The IPO shall have been consummated and Holdings shall have received not less that $135,000,000 of Net Cash Proceeds therefrom.
(i) any loans made under The Existing Term Loans, together with accrued interest thereon, shall have been repaid, or shall be repaid simultaneously with the Prior Credit Agreement which are not repaid on the Restatement Date will automatically, and without further action on the part initial Borrowing of the Lenders or the Company, become Revolving Term Loans under this Agreement held ratably in proportion to the several Commitments of the Lenders hereunder and (ii) any Existing Letter of Credit issued and outstanding under the Prior Credit Agreement will automatically, and without further action on the part of the Lenders or the Company, become Letters of Credit under this Agreement. Any loans under the Prior Credit Agreement which are repaid on the Restatement Date will be paid to the Lenders under the Prior Credit Agreement in such proportions as shall be necessary to (x) repay in full the Loans held by any lenders under the Prior Credit Agreement which are not Lenders hereunder and (y) allow the Loans remaining outstanding hereunder after giving effect to such payment to be held by the Lenders hereunder ratably in proportion to their several Commitmentshereunder.
Appears in 1 contract
Restatement Date. The Company, each Lender, amendments to the Agent Original Credit Agreement effected hereby and the Co-Administrative Agent agree that obligations of the Lenders to make the Additional Loans shall not become effective until the date on the Restatement Date which each of the following transactions shall be deemed to occur automatically, without further action by any party hereto:conditions is satisfied (or waived in accordance with Section 9.02):
(a) The Prior Credit Agreement Administrative Agent (or its counsel) shall be deemed to be amended have received from the Borrower, the Mexico Borrower, the "Required Lenders" (under and restated in its entirety as defined in the form Original Credit Agreement) and each Lender with a Mexico Term Commitment, Tranche A Term Commitment or Tranche B Term Commitment, either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Co-Administrative Agent shall, promptly after receipt of the Notes reflecting amendments shall have received a favorable written opinion (addressed to the Prior Credit Agreement effected hereunder, cancel and return to the Company (upon receipt from the Lenders) the promissory notes being replaced by such Notes. The Company, each Lender, the Administrative Agent and the Co-Administrative Agent agree that Lenders and dated the Restatement Date) of each of (i) Winston & Straxx, counsel for the restatement transactions provided in the foregoing sentence shall not be effective until the execution of this Agreement by all of the parties hereto Borrower and the satisfaction of Mexico Borrower, substantially addressing the conditions precedent matters set forth in Section 5.01 hereofExhibit B-1, (ii) all terms Laffan, Muesy & Garax, xxunsel for the Mexico Borrower, substantially in the form of Exhibit B-2, (xxx) Xxx Xxxx, Xxxxxx, Xxxxxxxx & McCaxxxx, Xxah counsel for the Borrower, substantially in the form of Exhibit B-3 and conditions (iv) to the extent requested by the Administrative Agent, local counsel in each jurisdiction where a Mortgaged Property is located, substantially in a form agreed to by the Administrative Agent, and, in the case of the Prior Credit Agreement which are amended and restated each such opinion required by this Agreement paragraph, covering such other matters relating to the Loan Parties, the Loan Documents or the Restatement Transactions as the Administrative Agent shall remain effective until reasonably request. The Borrower and the Mexico Borrower hereby request such amendment and restatement becomes effective hereunder, and thereafter shall continue counsel to be effective only as amended and restated by this Agreement, and (iii) the representations, warranties and covenants set forth herein shall become effective concurrently with the execution of this Agreement by all of the parties heretodeliver such opinions.
(c) The LendersAdministrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, upon existence and good standing of each Loan Party, the effectiveness authorization of the Restatement Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Restatement Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.
(e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document.
(f) The Collateral Agent shall have received counterparts of the Pledge Agreement signed on behalf of the Borrower and each Subsidiary Loan Party, together
(a) shall have been taken.
(g) The Collateral Agent shall have received counterparts of the Security Agreement signed on behalf of the Borrower and each Subsidiary Loan Party (other than Blessings and its subsidiaries, if the Merger does not occur on the Restatement Date), together with the following:
(i) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Agreement; and
(ii) a completed Perfection Certificate dated the Restatement Date and signed by an executive officer or Financial Officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate (other than jurisdictions in which a search was undertaken in the name of such Loan Party in connection with the execution of the Original Credit Agreement) and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.03 or have been released.
(h) The Collateral Agent shall have received (i) counterparts of a Mortgage with respect to each Mortgaged Property signed on behalf of the record owner of such Mortgaged Property, (ii) a policy or policies of title insurance issued by a nationally recognized title insurance company, insuring the Lien of each such Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as permitted by Section 6.03, in form and substance reasonably acceptable to the Collateral Agent, together with such endorsements, coinsurance and reinsurance as the Collateral Agent or the Required Lenders may reasonably request, (iii) copies of all existing surveys and such other information and documents with respect to the Mortgaged Properties as shall be necessary for the aforesaid title insurance policies to be issued without a survey exception and (iv) such other customary documentation with respect to the Mortgaged Properties as the Administrative Agent may reasonably require; provided that (A) with respect to any Mortgaged Property as to which a Mortgage was recorded prior to the Restatement Date, the requirements of this paragraph shall be limited to such supplements, amendments and bring-downs as the Collateral Agent shall request and (B) if the Merger does not occur on the Restatement Date, the requirements of clauses (i) and (ii) above shall not apply to Mortgaged Properties owned by Blessings or any subsidiary thereof until the Merger Date.
(i) The Administrative Agent shall have received (i) counterparts of the Guarantee Agreement signed on behalf of the Borrower and each Subsidiary Loan Party and (ii) counterparts of the Indemnity, Subrogation and Contribution Agreement signed on behalf of the Borrower and each Subsidiary Loan Party; provided that Blessings and its subsidiaries shall be deemed not to be Subsidiary Loan Parties for purposes of this paragraph unless the Merger occurs on the Restatement Date.
(j) The Administrative Agent shall have received evidence satisfactory to it that the insurance required by Section 5.07 is in effect.
(k) The Senior Subordinated Note Documents shall have been amended to the extent necessary to permit the Restatement Transactions, and such amendment shall be reasonably satisfactory to the Lenders in form and substance.
(l) The Required Lenders shall be satisfied with any change in the material terms of the Acquisition, including the material terms and conditions of (i) the Tender Offer, (ii) the Merger and (iii) the Acquisition Agreement and any other agreements entered into in connection with the Restatement Transactions.
(m) All conditions to the acceptance of the shares of Blessings' capital stock pursuant to the Tender Offer shall have been satisfied (without giving effect to any material amendment or waiver that has not been approved by the Required Lenders) and a sufficient number of shares of the Blessings' capital stock shall have been validly tendered and accepted for purchase pursuant to and in accordance with its terms, will continue the Tender Offer to lend monies and/or make advances, extensions permit the Borrower and the Acquisition Sub to cause the Merger to occur without the approval of credit or any other financial accommodations to, on behalf stockholder of or for the benefit of the Company pursuant hereto, and Blessings.
(n) Either (i) any loans made under the Prior Credit Agreement which are not repaid Merger shall be consummated on the Restatement Date will automaticallyor (ii) there shall not be any further consent, approval, waiver, condition or other material impediment to the consummation of the Merger, other than (x) approval of the Merger by vote of the stockholders (which shall be within the control of the Borrower) of Blessings at a meeting of stockholders, (y) customary filings in the State of Delaware to effect the Merger and (z) the other conditions to the Merger set forth in the Acquisition Agreement.
(o) The Required Lenders shall be satisfied in all material respects with the proposed capital structure of the Borrower and its Subsidiaries after consummation of the Restatement Transactions (it being agreed that the Required Lenders are satisfied as of the date hereof with the proposed capital structure of the Borrower and its Subsidiaries described in the Term Sheet).
(p) After giving effect to the Restatement Transactions, the Borrower and its Subsidiaries shall not have any outstanding Indebtedness or preferred stock other than Indebtedness permitted by Section 6.01. The terms and conditions of any Indebtedness of Blessings and its subsidiaries to remain outstanding after the Restatement Date shall be reasonably satisfactory in all respects to the Lenders.
(q) The Lenders shall be reasonably satisfied in all respects with the tax position and the contingent tax and other liabilities of, and with any tax sharing agreements involving, the Borrower and its Subsidiaries after giving effect to the Restatement Transactions and the other transactions contemplated hereby, and with the plans of the Borrower with respect thereto (it being understood that the information disclosed by the Borrower to the Administrative Agent prior to the date of the Term Sheet with respect to the foregoing tax matters shall be deemed satisfactory).
(r) All material consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the Restatement Transactions (including the Merger) shall have been obtained, all applicable waiting periods and appeal periods shall have expired, in each case without further the imposition of any burdensome conditions, and there shall be no action by any Governmental Authority, actual or threatened, that would restrain, prevent or impose burdensome conditions on the part Restatement Transactions.
(s) The Lenders shall have received (i) copies of all existing environmental reports prepared with respect to each parcel of real property and the improvements thereto owned by Blessings or any of its subsidiaries as of the Lenders Restatement Date and any Environmental Liabilities that may be attributable to such properties or the Company, become Revolving Loans under this Agreement held ratably in proportion to the several Commitments of the Lenders hereunder operations thereon and (ii) any Existing Letter such other materials relating to Blessings' compliance with Environmental Laws and actual or potential Environmental Liabilities as shall be reasonably specified by the Administrative Agent, all of Credit issued which shall be satisfactory to the Administrative Agent (it being understood that the condition set forth in clause (ii) above has been satisfied).
(t) There shall be no litigation or administrative proceeding that would to have a Material Adverse Effect, or a material adverse effect on the ability of the parties to consummate the Restatement Transactions or the other transactions contemplated hereby. The Administrative Agent shall notify the Borrower and outstanding under the Prior Lenders of the Restatement Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendments to the Original Credit Agreement will automatically, that would be effected hereby and without further action on the part obligations of the Lenders to make the Additional Loans shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on June 30, 1998 (and, in the Companyevent such conditions are not so satisfied or waived, become Letters of Credit under this Agreement. Any loans under the Prior Original Credit Agreement which are repaid on the Restatement Date will be paid to the Lenders under the Prior Credit Agreement shall remain in such proportions as shall be necessary to (x) repay in full the Loans held by any lenders under the Prior Credit Agreement which are not Lenders hereunder and (y) allow the Loans remaining outstanding hereunder after effect without giving effect to such payment to be held by the Lenders hereunder ratably in proportion to their several Commitmentsany amendments thereto contemplated hereby).
Appears in 1 contract
Restatement Date. The Company, Commitment of each Lender, the Agent Lender to make any Loan and the Co-Administrative Agent agree obligation of the Fronting Bank to issue any Letter of Credit on or after the date hereof and the effectiveness of this Agreement are subject to the conditions (the first date such conditions are satisfied being hereinafter referred to as the "Restatement Date") that on or prior to the Restatement Date the following transactions shall be deemed to occur automatically, without further action by any party heretoDate:
(a) The Prior Credit Agents shall have received all accrued but unpaid fees under the Original Agreement and all other amounts due and payable as of the Restatement Date by the Original Borrowers under the Original Agreement or the Letter Agreement, and the Agents shall be deemed have received evidence satisfactory to be amended and restated in its entirety them that all amounts outstanding under the Original Agreement have been repaid (or, in the form case of this Agreementamounts owed by Holdings, will be repaid on the Restatement Date with the proceeds of the Loans hereunder).
(b) The Co-Administrative Agent shallshall have received an executed counterpart to this Agreement of each Agent, promptly after receipt the Fronting Bank, each of the Notes reflecting amendments to the Prior Credit Agreement effected hereunder, cancel and return to the Company (upon receipt from the Lenders) the promissory notes being replaced by such Notes. The Company, each Lender, the Agent Lenders and the Co-Administrative Agent agree that (i) the restatement transactions provided in the foregoing sentence shall not be effective until the execution of this Agreement by all of the parties hereto and the satisfaction of the conditions precedent set forth in Section 5.01 hereof, (ii) all terms and conditions of the Prior Credit Agreement which are amended and restated by this Agreement shall remain effective until such amendment and restatement becomes effective hereunder, and thereafter shall continue to be effective only as amended and restated by this Agreement, and (iii) the representations, warranties and covenants set forth herein shall become effective concurrently with the execution of this Agreement by all of the parties heretoBorrower.
(c) The LendersAdministrative Agent shall have received favorable written legal opinions of (i)
(A) Xxxxxx Xxxx & Priest LLP, upon special New York counsel to the effectiveness of this Agreement in accordance with its terms, will continue to lend monies and/or make advances, extensions of credit or other financial accommodations to, on behalf of or for the benefit of the Company pursuant heretoBorrower, and (iB) any loans made under the Prior Credit Agreement which are not repaid on the Restatement Date will automaticallyHunton & Xxxxxxxx, and without further action on the part of the Lenders or the Company, become Revolving Loans under this Agreement held ratably in proportion counsel to the several Commitments of the Lenders hereunder Borrower, and (ii) any Existing Letter King & Spalding, special New York counsel to the Administrative Agent, in each case dated the Restatement Date, addressed to the Administrative Agent, the CAF Agent, the Fronting Bank and the Lenders and in form and substance satisfactory to the Administrative Agent.
(d) The Administrative Agent shall have received (i) a copy of the certificate of incorporation, including all amendments thereto, of the Borrower, certified as of a recent date by the Secretary of State of the state of Texas, and a certificate as to the good standing of the Borrower as of a recent date from such Secretary of State, (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Restatement Date and certifying (A) that attached thereto is a true and complete copy of the bylaws of the Borrower as in effect on such date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto are true and complete copies of resolutions duly adopted by the Board of Directors of the Borrower authorizing the execution and delivery by the Borrower of this Agreement, the Extensions of Credit issued to be made hereunder and outstanding under the Prior Credit Agreement will automaticallyperformance by the Borrower of all of its obligations hereunder, and without further action that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation referred to in clause (i) above has not been amended since the date of the last amendment thereto shown on the part certificate of good standing furnished pursuant to such clause (i) and (D) as to the incumbency and specimen signature of each officer executing this Agreement and any other document delivered in connection herewith on behalf of the Borrower, (iii) a certificate of another officer of the Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above and (iv) a certificate of a Responsible Officer of the Borrower, dated the Restatement Date, stating that (A) no action, consent or approval of, registration or filing with or other action by any Governmental Authority is or will be required in connection with the execution, delivery and performance by the Borrower of this Agreement, except those as have been duly obtained and as are (1) in full force and effect, (2) sufficient for their purpose and (3) not subject to any pending or, to the knowledge of such person, threatened appeal or other proceeding seeking reconsideration or review thereof, and (B) the matters set forth in paragraphs (a) and (b) of this Section 4.01 are true and correct as of such date.
(e) The Agents shall have received such other approvals, opinions, certificates, instruments and documents as the Agents, the Fronting Bank or any of the Lenders or the Companymay have reasonably requested, become Letters of Credit under this Agreement. Any loans under the Prior Credit Agreement which are repaid on the Restatement Date will be paid in form satisfactory to the Lenders under Agents and the Prior Credit Agreement in such proportions as shall be necessary to requesting Fronting Bank or Lender (x) repay in full the Loans held by any lenders under the Prior Credit Agreement which are not Lenders hereunder and (y) allow the Loans remaining outstanding hereunder after giving effect to such payment to be held by the Lenders hereunder ratably in proportion to their several Commitmentsif applicable).
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Restatement Date. The Company, each Lender, amendments to the Agent Existing Credit Agreement embodied in this Agreement shall not be effective (in which case the Existing Credit Agreement shall remain in full force and effect) and the Co-Administrative Agent agree that on Additional B Tranche Term Loans shall not be required to be funded unless and until the Restatement Date Borrower shall have furnished to the Senior Managing Agents the following transactions shall be deemed to occur automatically, without further action by any party heretoand unless and until the following conditions precedent have been satisfied:
(a) The Prior Credit Agreement Lenders shall be deemed to be amended have received a favorable written opinion of each of (i) the Vice President, Secretary and restated in its entirety General Counsel of SSCC, JSCE, SNC and the Borrower, substantially in the form of this AgreementExhibit I-1, (ii) Xxxxx Xxxx & Xxxxxxxx, counsel for SSCC, JSCE, SNC and the Borrower, substantially in the form of Exhibit I-2, and (iii) each local counsel listed on Schedule 5.03(a), substantially in the form of Exhibit I-3, in each case (A) dated the Restatement Date, (B) addressed to the Senior Managing Agents, the Administrative Agent, the Managing Agents, the Fronting Bank, the Lenders, the Swingline Lender and the Collateral Agent and (C) covering such other matters relating to the Loan Documents and the Transactions as the Senior Managing Agents shall reasonably request. SSCC, JSCE and the Borrower hereby instruct such counsel to deliver such opinions.
(b) The Co-Administrative Agent shall, promptly after receipt of All legal matters incident to this Agreement and the Notes reflecting amendments Borrowings hereunder shall be satisfactory to the Prior Credit Agreement effected hereunderLenders and to Winston & Xxxxxx, cancel and return to counsel for the Company (upon receipt from the Lenders) the promissory notes being replaced by such Notes. The Company, each Lender, the Administrative Agent and the Co-Administrative Agent agree that Senior Managing Agents.
(c) The Lenders shall have received (i) a copy of the restatement transactions provided certificate of incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Restatement Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Loan Party, as in effect on the Restatement Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by such Loan Party, authorizing the execution, delivery and performance of the Loan Documents and Transaction Documents to which such Loan Party is or will be a party and, in the foregoing sentence shall not be effective until the execution of this Agreement by all case of the parties hereto Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect as of the Restatement Date, (C) that the certificate of incorporation of such Loan Party has not been amended (other than the amendment to SSCC's certificate of incorporation pursuant to the terms of the Merger Agreement) since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders or Winston & Xxxxxx, counsel for the Administrative Agent and the satisfaction Senior Managing Agents, may reasonably request.
(d) The Lenders shall have received a certificate, dated the Restatement Date and signed by a Financial Officer of each of the Loan Parties, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 5.01 hereof5.01.
(e) The Senior Managing Agents and the Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Restatement Date.
(f) The Reaffirmation of Guarantee shall have been duly executed by the Guarantors and delivered to the Collateral Agent, and shall be in full force and effect.
(g) All of the other Loan Documents shall be in full force and effect.
(i) Each of the modifications to the Mortgages and the other Security Documents, in form and substance satisfactory to the Collateral Agent, relating to the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent, together with assurances satisfactory to the Collateral Agent for the recordations of the modifications to the Mortgages in the real estate records of all appropriate jurisdictions, (ii) all terms such documentary, intangible or similar taxes with respect to the Collateral and conditions of the Prior Credit Agreement which are amended Mortgaged Properties as may be necessary to maintain the Collateral Agent's perfected security interest (including existing priority) in the Collateral and restated by Mortgaged Properties with respect to the Obligations under this Agreement shall remain effective until such amendment (including, without limitation, the Additional B Tranche Term Loans funded on the Restatement Date) and restatement becomes effective hereunderas may be necessary to secure the Additional B Tranche Term Loans, and thereafter shall continue to be effective only as amended and restated by this Agreement, and (iii) the representations, warranties and covenants set forth herein shall become effective concurrently with the execution of this Agreement by all of the parties heretoSenior Managing Agents may otherwise reasonably request.
(ci) The LendersAfter giving effect to the Transactions on the Restatement Date, upon the effectiveness of this Agreement in accordance with its terms, will continue to lend monies and/or make advances, extensions of credit or other financial accommodations to, on behalf of or for the benefit of the Company pursuant hereto, and (i) no Loan Party or any loans made Subsidiary of any Loan Party shall have any Indebtedness other than (A) Indebtedness under the Prior Credit Agreement which are not repaid on Loan Documents, (B) the Restatement Date will automatically1993 Senior Notes, (C) the Senior Notes and without further action on the part of the Lenders or the Company, become Revolving Loans (D) other Indebtedness permitted under this Agreement held ratably in proportion to the several Commitments of the Lenders hereunder Section 7.01 and (ii) Stone and its subsidiaries shall not have any Existing Letter of Credit issued and outstanding Indebtedness other than (A) Indebtedness under the Prior Credit Agreement will automatically, and without further action on the part of the Lenders or the Company, become Letters of Credit under this Agreement. Any loans under the Prior Credit Agreement which are repaid on the Restatement Date will be paid to the Lenders under the Prior Credit Agreement in such proportions as shall be necessary to (x) repay in full the Loans held by any lenders under the Prior Credit Agreement which are not Lenders hereunder and (y) allow the Loans remaining outstanding hereunder after giving effect to such payment to be held by the Lenders hereunder ratably in proportion to their several Commitments.Stone Credit
Appears in 1 contract
Restatement Date. The Company, each Lender, the Agent and the Co-Administrative Agent agree that on On the Restatement Date the following transactions shall be deemed to occur automatically, without further action by any party heretoDate:
(a) The Prior Credit Agreement Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel for txx Borrowers, substantiaxxx xx the xxxxxx xet forth in Exhibit H-1, and (ii) Curtis L. Schehr, Esq., General Counsel of the Borrowers, substantxxxxx xx xxx xxxect set forth in Exhibit H-2, in each case (A) dated the Restatement Date, (B) addressed to the Issuing Bank, the Administrative Agent, the Collateral Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and the Borrowers hereby request such counsel to deliver such opinions.
(b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be deemed reasonably satisfactory to be the Lenders, to the Issuing Bank and to the Administrative Agent.
(c) The Lenders shall have received, to the extent requested, all documentation and other information required by bank regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including the U.S.
A. Patriot Act.
(d) The Administrative Agent shall have received (i) a certificate, dated the Restatement Date and signed by the Secretary or Assistant Secretary of the Borrower and Anteon, certifying (A) that except as set forth on any schedule attached thereto, the certificate or articles of incorporation of each Loan Party previously delivered on the First Restatement Date (or such later date on which such person became a Loan Party) have not been amended since the date of the last amendment thereto shown on the certificate of good standing so furnished, (B) that except as set forth on any schedule attached thereto, the by-laws of each Loan Party as in effect and restated in its entirety delivered on the First Restatement Date (or such later date on which such person became a Loan Party) have not been amended, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or other equivalent body of each Loan Party authorizing the execution, delivery and performance of the Amendment Agreement (including Exhibit A thereto in the form of this Agreement), the Reaffirmation of Guarantee and Security Documents and the other Loan Documents to which such person is a party, as applicable, and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (D) as to the incumbency and specimen signature of each officer executing the Amendment Agreement, the Reaffirmation of Guarantee and Security Documents, or any other Loan Document or any other document delivered in connection therewith on behalf of such Loan Party; (ii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (i) above; and (ii) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request.
(be) The Co-Administrative Agent shallshall have received a certificate, promptly after receipt dated the Restatement Date and signed by a Financial Officer of the Notes reflecting amendments to the Prior Credit Agreement effected hereunderBorrower and Anteon, cancel and return to the Company (upon receipt from the Lenders) the promissory notes being replaced by such Notes. The Company, each Lender, the Agent and the Co-Administrative Agent agree that (i) the restatement transactions provided in the foregoing sentence shall not be effective until the execution of this Agreement by all of the parties hereto and the satisfaction of confirming compliance with the conditions precedent set forth in Section 5.01 hereofparagraphs (b), (iic) all terms and conditions of the Prior Credit Agreement which are amended and restated by this Agreement shall remain effective until such amendment and restatement becomes effective hereunder, and thereafter shall continue to be effective only as amended and restated by this Agreement, and (iiid) the representations, warranties and covenants set forth herein shall become effective concurrently with the execution of this Agreement by all of the parties heretoSection 4.01.
(cf) The LendersAdministrative Agent shall have received, upon or shall receive substantially simultaneously with the effectiveness initial Borrowing of this the Term Loans, all Fees and other amounts due and payable on or prior to the Restatement Date, including the Amendment Fees (as defined in the Amendment Agreement) and, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document.
(g) The Amendment Agreement shall have become effective in accordance with its terms.
(h) The Reaffirmation of Guarantee and Security Documents shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect.
(i) The Security Documents shall be in full force and effect and each document (including each Uniform Commercial Code financing statement and, will subject to the proviso set forth in Section 5.11, each Assignment of Claims Act notice) required by law or reasonably requested by the Administrative Agent or the Collateral Agent to be filed, registered or recorded in order to create or continue to lend monies and/or make advances, extensions in favor of credit or other financial accommodations to, on behalf of or the Collateral Agent for the benefit of the Company pursuant heretoSecured Parties a valid, legal and perfected first-priority (iexcept to the extent otherwise provided therein) security interest in and lien on the Collateral (subject to any loans made under Lien expressly permitted by Section 6.02) described in the Prior Credit Agreement which are not repaid on Security Documents shall have been prepared and delivered to the Collateral Agent.
(j) The Collateral Agent shall have received a certificate, dated the Restatement Date will automaticallyand signed by a Responsible Officer of the Borrower, and without further action certifying that, except as set forth on any schedule attached thereto the information set forth on the part First Restatement Date Perfection Certificate, is complete, correct and accurate as of the Lenders Restatement Date.
(k) The Agents shall have received a copy of, or a certificate as to coverage under, the Companyinsurance policies required by Section 5.02 and the applicable provisions of the Security Documents, become Revolving Loans under this Agreement held ratably each of which shall be endorsed or otherwise amended to include a "standard" or "New York" lender's loss payable endorsement and to name the Collateral Agent as additional insured, in proportion form and substance satisfactory to the several Commitments Agents.
(l) The Existing Term Loans, together with accrued interest thereon, shall have been repaid in full, or shall be repaid in full substantially simultaneously with the initial Borrowing of the Lenders hereunder and Term Loans.
(iim) any Existing Letter The Borrower shall have accepted for payment, or shall accept for payment substantially simultaneously with the initial Borrowing of Credit the Term Loans, each of the issued and outstanding Senior Subordinated Notes validly tendered (and not withdrawn) pursuant to the Debt Tender Offer (and, if fewer than all the issued and outstanding Senior Subordinated Notes shall have been so purchased, the Senior Subordinated Note Indenture shall have been amended pursuant to the consent solicitation in connection with the Debt Tender Offer).
(n) All letters of credit issued under the Prior Existing Credit Agreement will automatically, and without further action on the part of the Lenders or the Company, become Letters of Credit under this Agreement. Any loans under the Prior Credit Agreement which are repaid on prior to the Restatement Date will be paid which have not expired as of such date shall have been canceled or shall have been backstopped as provided in the Amendment Agreement.
(o) All requisite Governmental Authorities and third parties shall have approved or consented to the Lenders under Transactions and the Prior Credit Agreement other transactions contemplated hereby to the extent required, in each case to the extent failure to obtain such proportions as consent or approval will or is reasonably likely to have a Material Adverse Effect, and there shall be necessary no governmental or judicial action, actual or threatened, that has or would have, singly or in the aggregate, a reasonable likelihood of restraining, preventing or imposing burdensome conditions on the Transactions or the other transactions contemplated hereby.
(p) The Lenders shall have received a certificate substantially in the form of Exhibit K from the chief financial officer of the Borrower to (x) repay in full the Loans held by any lenders under the Prior Credit Agreement which are not Lenders hereunder and (y) allow the Loans remaining outstanding hereunder effect that, after giving effect to such payment the Credit Events to occur on the date hereof and the Transactions, the Borrower and the Subsidiaries, taken as a whole, will not (i) be held insolvent, (ii) be rendered insolvent by the Lenders hereunder ratably Indebtedness incurred in proportion connection therewith, (iii) be left with unreasonably small capital with which to engage in their several Commitmentsbusiness or (iv) have incurred debts beyond their ability to pay such debts as they mature.
Appears in 1 contract
Restatement Date. The CompanyLoan Parties, each Lender, the Agent Lender and the Co-Administrative Agent agree that on the Restatement Date the following transactions shall be deemed to occur automatically, without further action by any party hereto:
(a) The This Agreement shall amend and restate in its entirety the Prior Credit Agreement and, upon the effectiveness of this Agreement, the terms and provisions of the Prior Credit Agreement shall be superseded hereby; provided that the existing loans outstanding under the Prior Credit Agreement, and the liens securing payment thereof, shall in all respects be continuing, and this Agreement shall not be deemed to evidence or result in a novation, or repayment and reborrowing, of that portion of such existing loans. All references to "Credit Agreement" contained in the Loan Documents delivered in connection with the Prior Credit Agreement shall be deemed to be amended and restated in its entirety in the form of refer to this Agreement.;
(b) The Co-Administrative Agent shall, promptly after receipt of the Notes (if any) reflecting the amendments to the Prior Credit Agreement effected hereunder, cancel and return to the Company Borrower Representative (upon receipt from the Lenders) the promissory notes being replaced by such Notes. Notes (if any).
(c) Notwithstanding any contrary provision contained in this Agreement or in any Loan Document, each Letter of Credit which is then outstanding under the Prior Credit Agreement (each an "Existing Letter of Credit") shall be deemed a Letter of Credit issued and outstanding pursuant to Section 2.3 of this Agreement and each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Lender, without recourse, representation or warranty, an undivided participation interest equal to its Pro Rata Share of the face amount of each Existing Letter of Credit and each draw paid by such Issuing Lender thereunder.
(d) The CompanyLoan Parties, each Lender, the Agent and the Co-Administrative Agent agree that (i) the restatement transactions provided in the foregoing sentence this Section 15.21 shall not be effective until the execution of this Agreement by all of the parties hereto and the satisfaction of the conditions precedent set forth in Section 5.01 12.1 hereof, ; (ii) all terms and conditions of the Prior Credit Agreement which are amended and restated by this Agreement shall remain effective until such amendment and restatement becomes effective hereunder, and thereafter shall continue to be effective only as amended and restated by this Agreement, Agreement and (iii) the representations, warranties and covenants set forth herein shall become effective concurrently with the execution of this Agreement by all of the parties hereto.
(c) The Lenders, upon the effectiveness of this Agreement in accordance with its terms, will continue to lend monies and/or make advances, extensions of credit or other financial accommodations to, on behalf of or for the benefit of the Company pursuant hereto, and (i) any loans made under the Prior Credit Agreement which are not repaid on the Restatement Date will automatically, and without further action on the part of the Lenders or the Company, become Revolving Loans under this Agreement held ratably in proportion to the several Commitments of the Lenders hereunder and (ii) any Existing Letter of Credit issued and outstanding under the Prior Credit Agreement will automatically, and without further action on the part of the Lenders or the Company, become Letters of Credit under this Agreement. Any loans under the Prior Credit Agreement which are repaid on the Restatement Date will be paid to the Lenders under the Prior Credit Agreement in such proportions as shall be necessary to (x) repay in full the Loans held by any lenders under the Prior Credit Agreement which are not Lenders hereunder and (y) allow the Loans remaining outstanding hereunder after giving effect to such payment to be held by the Lenders hereunder ratably in proportion to their several Commitments.
Appears in 1 contract
Restatement Date. The Company, each Lender, the Agent and the Co-Administrative Agent agree that on On the Restatement Date the following transactions shall be deemed to occur automatically, without further action by any party heretoDate:
(a) The Prior Credit Agreement Administrative Agent shall be deemed have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Xxxx X. Xxxxxx, Esq., Assistant General Counsel- Corporate of the Borrower, substantially to be amended the effect set forth in Exhibit E-1, and restated (ii) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in its entirety Exhibit E-2, in each case (A) dated the form of this AgreementRestatement Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Amendment Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions.
(b) The Co-All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent shalland, promptly after receipt of the Notes reflecting amendments to the Prior Credit Agreement effected hereunder, cancel and return to the Company (upon receipt from the Lenders) the promissory notes being replaced by such Notes. The Company, each Lenderextent requested, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.
(c) The Administrative Agent shall have received a certificate, dated the Restatement Date and signed by the Secretary or Assistant Secretary of each of Holdings and the Co-Administrative Agent agree that Borrower, certifying that, except as set forth on any schedule attached thereto, (i) the restatement transactions provided in certificate or articles of incorporation of each Loan Party previously delivered on the foregoing sentence shall First Restatement Date (or such later date on which such person became a Loan Party) have not be effective until been amended since the execution of this Agreement by all date of the parties hereto last amendment thereto shown on the certificate of good standing so furnished and (ii) the satisfaction by-laws of each Loan Party as in effect and delivered to the Administrative Agent on the First Restatement Date (or such later date on which such person became a Loan Party) have not been amended.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in Section 5.01 hereof, paragraphs (iib) all terms and conditions of the Prior Credit Agreement which are amended and restated by this Agreement shall remain effective until such amendment and restatement becomes effective hereunder, and thereafter shall continue to be effective only as amended and restated by this Agreement, and (iii) the representations, warranties and covenants set forth herein shall become effective concurrently with the execution of this Agreement by all of the parties hereto.
(c) The Lenders, upon the effectiveness of this Agreement in accordance with its terms, will continue to lend monies and/or make advances, extensions of credit or other financial accommodations to, on behalf of or for the benefit of the Company pursuant hereto, and (i) any loans made under the Prior Credit Agreement which are not repaid on the Restatement Date will automatically, and without further action on the part of the Lenders or the Company, become Revolving Loans under this Agreement held ratably in proportion to the several Commitments of the Lenders hereunder and (ii) any Existing Letter of Credit issued and outstanding under the Prior Credit Agreement will automatically, and without further action on the part of the Lenders or the Company, become Letters of Credit under this Agreement. Any loans under the Prior Credit Agreement which are repaid on the Restatement Date will be paid to the Lenders under the Prior Credit Agreement in such proportions as shall be necessary to (x) repay in full the Loans held by any lenders under the Prior Credit Agreement which are not Lenders hereunder and (y) allow the Loans remaining outstanding hereunder after giving effect to such payment to be held by the Lenders hereunder ratably in proportion to their several CommitmentsSection 4.01.
Appears in 1 contract
Samples: Credit Agreement (Cbre Holding Inc)
Restatement Date. The Company, amendment and restatement of the Existing Credit Agreement in the form hereof shall not become effective until the date on which each Lender, the Agent and the Co-Administrative Agent agree that on the Restatement Date of the following transactions shall be deemed to occur automatically, without further action by any party hereto:conditions is satisfied (or waived or deferred in accordance with Section 9.02 or the penultimate paragraph of this Section 4.01):
(a) The Prior Credit Agreement Administrative Agent (or its counsel) shall be deemed to be amended have received from the Borrower, the Administrative Agent, the Collateral Agent and restated in its entirety each Lender, including Lenders representing at least the Majority Lenders under and as defined in the form Existing Credit Agreement, either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy, email or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Co-Administrative Agent shall, promptly after receipt of the Notes reflecting amendments shall have received favorable written opinions (addressed to the Prior Credit Agreement effected hereunder, cancel and return to the Company (upon receipt from the Lenders) the promissory notes being replaced by such Notes. The Company, each Lender, the Administrative Agent and the Co-Administrative Agent agree that Lenders and dated the Restatement Date) of (i) Xxxxxxxxx & Xxxxxxx LLP, counsel for the restatement transactions provided in the foregoing sentence shall not be effective until the execution of this Agreement by all of the parties hereto Borrower, and the satisfaction of the conditions precedent set forth in Section 5.01 hereof, (ii) all terms and conditions the General Counsel, an Associate General Counsel or a Senior Legal Counsel of the Prior Credit Agreement which are amended Borrower, in each case in form and restated by this Agreement shall remain effective until such amendment substance reasonably satisfactory to the Administrative Agent and restatement becomes effective hereunderits counsel, and thereafter covering such other matters relating to the Credit Parties, the Credit Documents or the Transactions as the Administrative Agent or the Majority Lenders shall continue to be effective only as amended and restated by this Agreement, and (iii) the representations, warranties and covenants set forth herein shall become effective concurrently with the execution of this Agreement by all of the parties heretoreasonably request.
(c) The LendersAdministrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, upon existence and good standing of each Credit Party, the authorization by the Credit Parties of the Transactions and any other legal matters relating to the Borrower, the other Credit Parties, the Credit Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received all interest accrued for the accounts of the Lenders to the Restatement Date under the Existing Credit Agreement and all fees and other amounts due and payable in connection with the effectiveness of this Agreement Agreement, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(e) Each Non-Continuing Lender shall have received payment in accordance with its terms, will continue to lend monies and/or make advances, extensions of credit or other financial accommodations to, on behalf of or for the benefit full of the Company pursuant hereto, principal of and (i) any loans interest accrued on each loan made by it under the Prior Existing Credit Agreement which are not repaid and outstanding on the Restatement Date will automatically, and without further action on (including any break funding payments payable by the part Borrower under Section 2.12 of the Lenders Existing Credit Agreement to such Non-Continuing Lender as a result of the Transactions (including the Restatement Transactions)).
(f) The Administrative Agent shall have received the results of a search of the Uniform Commercial Code (or the Company, become Revolving Loans under this Agreement held ratably in proportion equivalent) filings or registrations made with respect to the several Commitments Credit Parties in the jurisdictions referred to in paragraph 1 of the Lenders hereunder 2018 Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search.
(g) The Administrative Agent shall have received a certificate signed by a Financial Officer certifying that (i) the representations and warranties of the Borrower set forth in Article III are true and correct in all material respects on and as of the Restatement Date; provided that (A) to the extent that such representations and warranties specifically refer to an earlier date, they are true and correct in all material respects as of such earlier date and (B) any representation and warranty that is qualified by “materiality,” “Material Adverse Effect” or similar language is true and correct in all respects as of the date hereof or such earlier date, as the case may be, (ii) any Existing Letter of Credit issued on and outstanding under the Prior Credit Agreement will automatically, and without further action on the part as of the Lenders or Restatement Date, at the Company, become Letters time of Credit under this Agreement. Any loans under the Prior Credit Agreement which are repaid on the Restatement Date will be paid to the Lenders under the Prior Credit Agreement in such proportions as shall be necessary to (x) repay in full the Loans held by any lenders under the Prior Credit Agreement which are not Lenders hereunder and (y) allow the Loans remaining outstanding hereunder immediately after giving effect to the Restatement Transactions, no Default or Event of Default shall have occurred and be continuing and (iii) the 2018 Perfection Certificate is true and correct in all material respects as of December 31, 2017.
(h) The Administrative Agent shall have received from the Borrower and each Subsidiary Guarantor (other than the Excluded Subsidiaries and the Consent Subsidiaries) a counterpart of the Reaffirmation Agreement, substantially in the form of Exhibit E hereto, duly executed and delivered on behalf of the Borrower or such payment Subsidiary as a Guarantor and (in the case of each Subsidiary that is a Grantor under the Guarantee and Collateral Agreement or a Canadian Grantor under any Canadian Security Agreement) a Grantor.
(i) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. The Collateral Agent may enter into agreements with the Borrower to grant extensions of time for the perfection of security interests in or the delivery of surveys, title insurance, legal opinions or other documents with respect to particular assets where it determines that perfection cannot be accomplished or such documents cannot be delivered without undue effort or expense by the Restatement Date or any later date on which they are required to be held accomplished or delivered under this Agreement or the Security Documents. Any failure of the Borrower to satisfy a requirement of any such agreement by the date specified therein (or any later date to which the Collateral Agent may agree) shall constitute a breach of the provision of this Agreement or the Security Document under which the original requirement was applicable. Without limiting the foregoing, it is anticipated that the actions listed on Annex I to the Disclosure Letter will not have been completed by the Restatement Date, and the Borrower covenants and agrees that each of such actions will be completed by the date specified for such action in such Annex I (or any later date to which the Collateral Agent may agree) and that the Borrower will comply with all of the undertakings set forth in such Annex I. The Administrative Agent shall notify the Borrower and the Lenders hereunder ratably of the Restatement Date in proportion writing, and such notice shall be conclusive and binding. Notwithstanding the foregoing, this Agreement shall not become effective unless each of the foregoing conditions (except as contemplated by the immediately preceding paragraph) shall have been satisfied (or waived pursuant to their several CommitmentsSection 9.02) at or prior to 5:00 p.m., New York City time, on March 30, 2018.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Goodyear Tire & Rubber Co /Oh/)
Restatement Date. The CompanyLoan Parties, each Lender, the Agent Lender and the Co-Administrative Agent agree that on the Restatement Date the following transactions shall be deemed to occur automatically, without further action by any party hereto:
(a) The Prior Credit Agreement shall be deemed to be amended and restated in its entirety in the form of this Agreement.
(b) The Co-Administrative Agent shall, promptly after receipt of the Notes (if any) reflecting the amendments to the Prior Credit Agreement effected hereunder, cancel and return to the Company Borrower Representative (upon receipt from the Lenders) the promissory notes being replaced by such Notes. Notes (if any).
(c) Notwithstanding any contrary provision contained in this Agreement or in any Loan Document, each Letter of Credit which is then outstanding under the Prior Credit Agreement and identified on Schedule 2.22.1 hereto (each an “Existing Letter of Credit”) shall be deemed a Facility LC issued and outstanding pursuant to Section 2.22 of this Agreement and each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the LC Issuer, without recourse, representation or warranty, an undivided participation interest equal to its Pro Rata Share of the face amount of each Existing Letter of Credit and each draw paid by such LC Issuer thereunder.
(d) The CompanyLoan Parties, each Lender, the Agent and the Co-Administrative Agent agree that (i) the restatement transactions provided in the foregoing sentence this Section 9.13 shall not be effective until the execution of this Agreement by all of the parties hereto and the satisfaction of the conditions precedent set forth in Section 5.01 4.1 hereof, ; (ii) all terms and conditions of the Prior Credit Agreement which are amended and restated by this Agreement shall remain effective until such amendment and restatement becomes effective hereunder, and thereafter shall continue to be effective only as amended and restated by this Agreement, Agreement and (iii) the representations, warranties and covenants set forth herein shall become effective concurrently with the execution of this Agreement by all of the parties hereto.
(c) The Lenders, upon the effectiveness of this Agreement in accordance with its terms, will continue to lend monies and/or make advances, extensions of credit or other financial accommodations to, on behalf of or for the benefit of the Company pursuant hereto, and (i) any loans made under the Prior Credit Agreement which are not repaid on the Restatement Date will automatically, and without further action on the part of the Lenders or the Company, become Revolving Loans under this Agreement held ratably in proportion to the several Commitments of the Lenders hereunder and (ii) any Existing Letter of Credit issued and outstanding under the Prior Credit Agreement will automatically, and without further action on the part of the Lenders or the Company, become Letters of Credit under this Agreement. Any loans under the Prior Credit Agreement which are repaid on the Restatement Date will be paid to the Lenders under the Prior Credit Agreement in such proportions as shall be necessary to (x) repay in full the Loans held by any lenders under the Prior Credit Agreement which are not Lenders hereunder and (y) allow the Loans remaining outstanding hereunder after giving effect to such payment to be held by the Lenders hereunder ratably in proportion to their several Commitments.
Appears in 1 contract
Samples: Credit Agreement (Midas Inc)
Restatement Date. The Company, This Agreement shall not become effective until the date on which each Lender, the Agent and the Co-Administrative Agent agree that on the Restatement Date of the following transactions shall be deemed to occur automatically, without further action by any party hereto:conditions is satisfied (or waived or deferred in accordance with Section 9.02 or the penultimate paragraph of this Section 4.01):
(a) The Prior Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent, the Lenders and the Issuing Banks and dated the Restatement Date) of (i) Xxxxxxxxx & Xxxxxxx LLP, counsel for the Borrower, and (ii) the General Counsel, an Associate General Counsel or a Senior Legal Counsel of the Borrower, in each case in form and substance reasonably satisfactory to the Administrative Agent, and covering such other matters relating to the Credit Agreement Parties, the Credit Documents or the Transactions as the Administrative Agent or the Majority Lenders shall be deemed to be amended and restated in its entirety in the form of this Agreementreasonably request.
(b) The Co-Administrative Agent shallshall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, promptly after receipt existence and good standing of each Credit Party, the authorization by the Credit Parties of the Notes reflecting amendments Transactions and any other legal matters relating to the Prior Borrower, the other Credit Agreement effected hereunderParties, cancel the Credit Documents or the Transactions, all in form and return substance reasonably satisfactory to the Company (upon receipt from the Lenders) the promissory notes being replaced by such Notes. The Company, each Lender, the Administrative Agent and the Co-Administrative Agent agree that (i) the restatement transactions provided in the foregoing sentence shall not be effective until the execution of this Agreement by all of the parties hereto and the satisfaction of the conditions precedent set forth in Section 5.01 hereof, (ii) all terms and conditions of the Prior Credit Agreement which are amended and restated by this Agreement shall remain effective until such amendment and restatement becomes effective hereunder, and thereafter shall continue to be effective only as amended and restated by this Agreement, and (iii) the representations, warranties and covenants set forth herein shall become effective concurrently with the execution of this Agreement by all of the parties heretoits counsel.
(c) The LendersLenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, upon including the USA PATRIOT Act.
(d) The Administrative Agent shall have received counterparts of (x) the Lenders Lien Subordination and Intercreditor Agreement and (y) the Lien Subordination and Intercreditor Agreement, each duly executed and delivered by each party thereto.
(e) The amendment and restatement of the Second Lien Agreement shall have become effective or shall concurrently become effective in substantially the form thereof most recently posted to IntraLinks prior to the date hereof with only such changes thereto as shall not be adverse to the Lenders in any material respect and shall have been approved by the Administrative Agent. All conditions to the effectiveness of the amendment and restatement of the Second Lien Agreement shall have been satisfied.
(f) The representations and warranties set forth in Article III shall be true and correct in all material respects on the Restatement Date and the Administrative Agent shall have received a certificate signed by a Financial Officer to that effect.
(g) The Borrower and the other Credit Parties shall be in compliance with all the terms and provisions set forth herein and in the other Credit Documents in all material respects on their part to be observed or performed, and at the time of and immediately after the Restatement Date, no Default shall have occurred and be continuing, and the Administrative Agent shall have received a certificate signed by a Financial Officer to that effect.
(h) The Administrative Agent shall have received all fees, interest and other amounts due and payable on or prior to, or accrued to, the Restatement Date under the Existing Credit Agreement, and all fees and other amounts due and payable in connection with the effectiveness of this Agreement, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(i) The Administrative Agent shall have received (i) a completed Restatement Date Perfection Certificate dated the Restatement Date and signed by a Financial Officer, together with all attachments contemplated thereby, and (ii) the results of a search of the Uniform Commercial Code (or equivalent) filings or registrations made with respect to the Credit Parties in the jurisdictions referred to in paragraph 1 of the Restatement Date Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search.
(j) The Administrative Agent shall have received from the Borrower and each Subsidiary Guarantor (other than the Excluded Subsidiaries and the Consent Subsidiaries) a counterpart of the Reaffirmation Agreement duly executed and delivered on behalf of the Borrower or such Subsidiary as a Guarantor and (in the case of each Subsidiary that is a Grantor under the Guarantee and Collateral Agreement or a Canadian Grantor under any Canadian Security Agreement) a Grantor.
(k) The Collateral Agent shall have received certificates representing all Capital Stock (other than any uncertificated Capital Stock) pledged pursuant to the Guarantee and Collateral Agreement, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank.
(l) All Uniform Commercial Code financing statements or other personal property security filings and recordations with the United States Patent and Trademark Office, the Canadian Intellectual Property Office and the Federal Aviation Administration required by law or reasonably requested by the Collateral Agent to be filed or recorded to perfect or continue the Liens intended to be created on the Collateral (to the extent such Liens may be perfected or continued by filings under the Uniform Commercial Code as in effect in any applicable jurisdiction or by filings or registrations under applicable Canadian personal property security legislation or by filings with the United States Patent and Trademark Office or the Federal Aviation Administration) shall have been filed or recorded or delivered to the Collateral Agent for filing or recording.
(m) The Collateral Agent shall have received (i) counterparts of an amended and restated Mortgage with respect to each Mortgaged Property, duly executed and delivered by the record owner of such Mortgaged Property, (ii) endorsements issued by the applicable nationally recognized title insurance company to each applicable policy of title insurance insuring the Lien of each such Mortgage as amended and restated as a valid first Lien on the Mortgaged Property described therein, free of any other Liens (other than Liens referred to in such policies of title insurance and acceptable to the Administrative Agent and Liens permitted by Section 6.06), together with such other endorsements as the Collateral Agent or the Majority Lenders may reasonably request, and (iii) such legal opinions and other documents as shall reasonably have been requested by the Collateral Agent with respect to any such amended and restated Mortgage or Mortgaged Property.
(n) The Administrative Agent shall have received evidence from (i) each “Deposit Account Institution” that is required to be party to a “Lockbox Agreement” (as such terms are defined in the Guarantee and Collateral Agreement) and (ii) each securities intermediary that is required by Section 5.09 of the Guarantee and Collateral Agreement to be a party to a “Securities Account Control Agreement” (as such term is defined in the Guarantee and Collateral Agreement) that such agreement has been duly executed by all requisite parties and has become effective.
(o) The Administrative Agent shall have received a Borrowing Base Certificate and the related certificate of a Financial Officer in accordance with its terms, will continue the provisions of Section 5.09 of this Agreement after giving effect to lend monies and/or make advances, extensions of credit or other financial accommodations to, on behalf of or for the benefit of the Company pursuant hereto, amendment and (i) any loans made under the Prior Credit Agreement which are not repaid restatement hereof on the Restatement Date in replacement of the last monthly Borrowing Base Certificate delivered prior to the Restatement Date. The Collateral Agent may enter into agreements with the Borrower to grant extensions of time for the perfection of security interests in or the delivery of surveys, title insurance, legal opinions or other documents with respect to particular assets where it determines that perfection cannot be accomplished or such documents cannot be delivered without undue effort or expense by the Restatement Date or any later date on which they are required to be accomplished or delivered under this Agreement or the Security Documents. Any failure of the Borrower to satisfy a requirement of any such agreement by the date specified therein (or any later date to which the Collateral Agent may agree) shall constitute a breach of the provision of this Agreement or the Security Document under which the original requirement was applicable. Without limiting the foregoing, it is anticipated that the actions listed on Annex I to the Disclosure Letter will automaticallynot have been completed by the Restatement Date, and without further the Borrower covenants and agrees that each of such actions will be completed by the date specified for such action on in such Annex I (or any later date to which the part Collateral Agent may agree) and that the Borrower will comply with all of the undertakings set forth in such Annex I. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Date in writing, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders or to make Loans and the Company, become Revolving Loans under this Agreement held ratably in proportion Issuing Banks to the several Commitments of the Lenders hereunder and (ii) any Existing Letter of Credit issued and outstanding under the Prior Credit Agreement will automatically, and without further action on the part of the Lenders or the Company, become issue Letters of Credit under this Agreement. Any loans under hereunder shall not become effective unless each of the Prior Credit Agreement which foregoing conditions (except as contemplated by the immediately preceding paragraph) shall have been satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on April 30, 2012 (and, in the event such conditions are repaid on not so satisfied or waived, the Restatement Date will be paid to the Lenders under the Prior Credit Agreement in such proportions as Total Commitment shall be necessary reduced to (x) repay in full the Loans held by any lenders under the Prior Credit Agreement which are not Lenders hereunder and (y) allow the Loans remaining outstanding hereunder after giving effect to zero at such payment to be held by the Lenders hereunder ratably in proportion to their several Commitmentstime).
Appears in 1 contract
Samples: First Lien Credit Agreement (Goodyear Tire & Rubber Co /Oh/)
Restatement Date. The Company, Commitment of each Lender, Lender to make any Loan on or after the Agent date hereof and the Co-Administrative Agent agree effectiveness of this Agreement are subject to the conditions (the first date such conditions are satisfied being hereinafter referred to as the "Restatement Date") that on or prior to the Restatement Date the following transactions shall be deemed to occur automatically, without further action by any party heretoDate:
(a) The Prior Credit Agent shall have received all accrued but unpaid fees under the Original Agreement shall be deemed to be amended and restated in its entirety in all other amounts due and payable as of the form of this Restatement Date by the Exiting Borrower under the Original Agreement.
(b) The Co-Administrative Agent shall, promptly after receipt of the Notes reflecting amendments to the Prior Credit Agreement effected hereunder, cancel and return to the Company (upon receipt from the Lenders) the promissory notes being replaced by such Notes. The Company, each Lender, the Agent and the Co-Administrative Agent agree that (i) the restatement transactions provided in the foregoing sentence shall not be effective until the execution have received a counterpart of this Agreement executed by the Agent, the Exiting Borrower, the Borrower and all of the parties hereto and the satisfaction of the conditions precedent set forth in Section 5.01 hereof, (ii) all terms and conditions of the Prior Credit Agreement which are amended and restated by this Agreement shall remain effective until such amendment and restatement becomes effective hereunder, and thereafter shall continue to be effective only as amended and restated by this Agreement, and (iii) the representations, warranties and covenants set forth herein shall become effective concurrently with the execution of this Agreement by all of the parties heretoLenders.
(c) The LendersAgent shall have received favorable written legal opinions of (i)
(A) Xxxxxx Xxxx & Priest LLP, upon special New York counsel to the effectiveness of this Agreement in accordance with its terms, will continue to lend monies and/or make advances, extensions of credit or other financial accommodations to, on behalf of or for the benefit of the Company pursuant heretoBorrower, and (iB) any loans made under the Prior Credit Agreement which are not repaid on the Restatement Date will automaticallyHunton & Xxxxxxxx LLP, and without further action on the part of the Lenders or the Company, become Revolving Loans under this Agreement held ratably in proportion counsel to the several Commitments of the Lenders hereunder Borrower, and (ii) any Existing Letter King & Spalding LLP, special New York counsel to the Agent, in each case dated the date hereof, addressed to the Agent and the Lenders and in form and substance satisfactory to the Agent.
(d) The Agent shall have received (i) a copy of Credit issued and outstanding under the Prior Credit Agreement will automaticallycertificate of incorporation, including all amendments thereto, of the Borrower, certified as of a recent date by the Secretary of State of the State of Texas, and without further action a certificate as to the good standing of the Borrower as of a recent date from such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Restatement Date and certifying (A) that attached thereto is a true and complete copy of the bylaws of the Borrower as in effect on such date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto are true and complete copies of resolutions duly adopted by the board of directors of the Borrower authorizing the execution and delivery by the Borrower of this Agreement, the Borrowings to be made by the Borrower hereunder and the performance by the Borrower of all of its obligations hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation referred to in clause (i) above has not been amended since the date of the last amendment thereto shown on the part certificate of good standing furnished pursuant to such clause (i) and (D) as to the incumbency and specimen signature of each officer executing this Agreement and any other document delivered in connection herewith on behalf of the Borrower; (iii) a certificate of another officer of the Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) a certificate of a Responsible Officer of the Borrower, dated the Restatement Date and stating that
(A) no action, consent or approval of, registration or filing with or other action by any Governmental Authority is or will be required in connection with the execution, delivery and performance by the Borrower of this Agreement, except those as have been duly obtained and as are (1) in full force and effect, (2) sufficient for their purpose and (3) not subject to any pending or, to the knowledge of such person, threatened appeal or other proceeding seeking reconsideration or review thereof, (B) the representations and warranties set forth in Article III hereof are true and correct in all material respects on and as of the Restatement Date, and (C) no Event of Default or Default under this Agreement has occurred and is continuing on the Restatement Date.
(e) The Lenders and the Agent shall have received payment of all fees and reimbursement of all expenses for which invoices have been presented as and when due on or prior to the Restatement Date.
(f) The Agent shall have received such other approvals, opinions, certificates, instruments and documents as the Agent or any of the Lenders or the Companymay have reasonably requested, become Letters of Credit under this Agreement. Any loans under the Prior Credit Agreement which are repaid on the Restatement Date will be paid in form satisfactory to the Lenders under Agent and the Prior Credit Agreement in such proportions as shall be necessary to requesting Lender (x) repay in full the Loans held by any lenders under the Prior Credit Agreement which are not Lenders hereunder and (y) allow the Loans remaining outstanding hereunder after giving effect to such payment to be held by the Lenders hereunder ratably in proportion to their several Commitmentsif applicable).
Appears in 1 contract
Restatement Date. The Company, each Lender, the Agent and the Co-Administrative Agent agree that on the Restatement Date the following transactions shall be deemed to occur automatically, without further action by any party hereto:
(a) The Prior amendment and restatement of the Existing Credit Agreement shall be deemed to be amended and restated in its entirety in the form of this Agreement relating to the approval of the issuance of the Series B-1 Convertible Preferred Stock shall not become effective until the date on which each of the following conditions shall be satisfied (or waived in accordance with Section 9.02):
(i) The Administrative Agent (or its counsel) shall have received from the Borrower, Parent, Holdings and the Required Lenders (determined immediately prior to giving effect to the Restatement Date) either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement.
(ii) The Restatement Date Refinancing and the Restatement Date Equity Financing (in respect of the Series B-1 Convertible Preferred Stock) shall be consummated.
(iii) The Borrower shall have paid to the Administrative Agent for the account of each Term Lender with outstanding Initial Term Loans on, and immediately prior to, the Restatement Date, all accrued but unpaid interest owing with respect to such Initial Term Loans.
(iv) The conditions set forth in Section 4.02(a) and (b) shall have been satisfied.
(b) The Co-amendment and restatement of the Existing Credit Agreement in the form of this Agreement and the obligations of the Revolving Lenders to make Revolving Loans, in each case, on the Restatement Date shall not become effective until the date on which the conditions set forth in clause (a) above and each of the following conditions shall be satisfied (or waived in accordance with Section 9.02):
(i) The Administrative Agent shall(or its counsel) shall have received from the Borrower, promptly after receipt Parent, Holdings, the New Lender and each Lender party hereto that is necessary to constitute Required Lenders either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement
(ii) The Administrative Agent shall have received written opinions (addressed to the Administrative Agent, the Lenders and the Issuing Banks and dated the Restatement Date) of Xxxxxxxxx Xxxxxxx LLP, counsel for the Loan Parties in customary form and substance.
(iii) The Administrative Agent shall have received a certificate of the Notes reflecting amendments Borrower, dated the Restatement Date, substantially in the form of Exhibit E-1 or such other form acceptable to the Prior Credit Agreement effected hereunderAdministrative Agent with appropriate insertions, cancel and return executed by any Responsible Officer of the Borrower.
(iv) The Administrative Agent shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the Company extent applicable, as of a recent date by the applicable Governmental Authority, (upon receipt ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, certified as of the Restatement Date by its secretary, an assistant secretary or a Responsible Officer of such Loan Party as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the Lendersapplicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(v) The Administrative Agent shall have received all fees and other amounts previously agreed in writing by the promissory notes being replaced Lead Arrangers and the Borrower to be due and payable on or prior to the Restatement Date (including, to the extent estimated or invoiced at least three (3) Business Days prior to the Restatement Date, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by such Notes. any Loan Party under any Loan Document), which amounts may be offset against the proceeds of the initial Loans made on the Restatement Date.
(vi) The CompanyCollateral and Guarantee Requirement shall have been satisfied.
(vii) Certificates of insurance shall be delivered to the Administrative Agent evidencing the existence of insurance maintained by Parent, each LenderHoldings, the Agent Borrower and the Co-Restricted Subsidiaries pursuant to Section 5.07 and, if applicable, the Administrative Agent agree that shall be designated as an additional insured and lender’s loss payee as its interest may appear thereunder, or solely as the additional insured, as the case may be, thereunder.
(viii) The Lead Arrangers shall have received (i) the restatement transactions provided Audited Financial Statements and (ii) the unaudited consolidated balance sheets dated March 31, 2020 and related statements of income, stockholders’ equity and cash flows of the AgroFresh Business, in each case, prepared in accordance with GAAP, subject to the absence of footnotes and to normal year-end audit adjustments and except as otherwise expressly noted therein.
(ix) The Borrower shall have paid to the Administrative Agent for the account of (i) each Revolving Lender all accrued but unpaid (A) interest owing with respect to outstanding Revolving Loans on, and immediately prior to, the Restatement Date, (B) Commitment Fees then owing to such Revolving Lender and (C) participation fees with respect to Letters of Credit then owing to such Revolving Lender and (ii) each Issuing Bank all accrued but unpaid fronting fees then owing to such Issuing Bank.
(x) The Lenders shall have received a solvency certificate, substantially in the foregoing sentence form of Exhibit E-2, from the chief financial officer or chief accounting officer or other officer with equivalent duties of Parent certifying as to the solvency of Parent and its Subsidiaries on a consolidated basis after giving effect to the Restatement Date Transactions.
(xi) The Administrative Agent and the Lead Arrangers shall have received, at least three (3) Business Days prior to the Restatement Date, all documentation and other information about the Loan Parties as shall have been reasonably requested in writing at least ten (10) Business Days prior to the Restatement Date by the Administrative Agent or the Lead Arrangers required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act and, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower.
(xii) Since December 31, 2019, there shall not be effective until the execution of this Agreement by all of the parties hereto and the satisfaction of the occurred a Material Adverse Effect.
(xiii) The conditions precedent set forth in Section 5.01 hereof, (ii4.02(a) all terms and conditions of the Prior Credit Agreement which are amended and restated by this Agreement shall remain effective until such amendment and restatement becomes effective hereunder, and thereafter shall continue to be effective only as amended and restated by this Agreement, and (iiib) the representations, warranties and covenants set forth herein shall become effective concurrently with the execution of this Agreement by all of the parties heretohave been satisfied.
(c) The Lenders, upon the effectiveness of this Agreement in accordance with its terms, will continue to lend monies and/or make advances, extensions of credit or other financial accommodations to, on behalf of or for the benefit of the Company pursuant hereto, and (i) any loans made under the Prior Credit Agreement which are not repaid on the Restatement Date will automatically, and without further action on the part of the Lenders or the Company, become Revolving Loans under this Agreement held ratably in proportion to the several Commitments of the Lenders hereunder and (ii) any Existing Letter of Credit issued and outstanding under the Prior Credit Agreement will automatically, and without further action on the part of the Lenders or the Company, become Letters of Credit under this Agreement. Any loans under the Prior Credit Agreement which are repaid on the Restatement Date will be paid to the Lenders under the Prior Credit Agreement in such proportions as shall be necessary to (x) repay in full the Loans held by any lenders under the Prior Credit Agreement which are not Lenders hereunder and (y) allow the Loans remaining outstanding hereunder after giving effect to such payment to be held by the Lenders hereunder ratably in proportion to their several Commitments.
Appears in 1 contract
Restatement Date. The Company, obligations of the Lenders to make Loans to the Company hereunder shall not become effective until the date on which each Lender, the Agent and the Co-Administrative Agent agree that on the Restatement Date of the following transactions conditions shall be deemed to occur automatically, without further action by any party hereto:have been satisfied (or waived in accordance with Section 10.08):
(a) The Prior Credit Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement shall be deemed signed on behalf of such party or (ii) written evidence satisfactory to be amended and restated in its entirety in the form Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Co-Administrative Agent shall, promptly after receipt shall have received favorable written opinions (each dated as of the Notes reflecting amendments Restatement Date and addressed to the Prior Credit Agreement effected hereunder, cancel Administrative Agent and return to the Company (upon receipt from the Lenders) the promissory notes being replaced by such Notes. The Company, each Lender, the Agent and the Co-Administrative Agent agree that of (i) the restatement transactions provided general counsel of the Company, substantially in the foregoing sentence form of Exhibit D-1 hereto and (ii) Kirkpatrick & Lockhart LLP, counsel for the Company, substantially in xxx xxrm xx Xxxxxit D-2 hereto, covering such other matters relating to the Company, this Agreement and the Transactions as the Administrative Agent or its counsel shall not be effective until reasonably request. The Company hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received (i) a copy of the execution certificate or articles of incorporation (or such other analogous documents), including all amendments thereto, of the Company, certified as of a recent date by the Secretary of State of Delaware, and a certificate as to the good standing of the Company as of a recent date, from the Secretary of State of Delaware; (ii) a certificate of the Secretary or Assistant Secretary of the Company dated the Restatement Date certifying (A) that attached thereto is a true and complete copy of the by-laws of the Company as in effect on the Restatement Date and at all times since a date prior to the date of the resolutions of the Company described in item (B) below, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the borrowings hereunder by all the Company, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of the parties hereto Company have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the satisfaction incumbency and specimen signature of each officer of the Company executing this Agreement or any other document delivered in connection herewith; (iii) a certificate of another officer of the Company as to the incumbency and signature of the Secretary or such Assistant Secretary of the Company executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or counsel for the Administrative Agent may reasonably request.
(d) The Administrative Agent shall have received a certificate of the Company, dated the Restatement Date and signed by a Financial Officer of the Company, confirming compliance with the conditions precedent set forth in Section 5.01 hereof, paragraphs (iib) all terms and conditions of the Prior Credit Agreement which are amended and restated by this Agreement shall remain effective until such amendment and restatement becomes effective hereunder, and thereafter shall continue to be effective only as amended and restated by this Agreement, and (iiic) the representations, warranties and covenants set forth herein shall become effective concurrently with the execution of this Agreement by all of the parties heretoSection 4.03.
(ce) The Lenders, upon Administrative Agent shall have received all fees and other amounts due and payable on or prior to such date.
(f) All outstanding loans under the effectiveness of this Original Agreement in accordance with its terms, will continue to lend monies and/or make advances, extensions of credit or shall have been repaid and all other financial accommodations to, on behalf of or for amounts due under the benefit Original Agreement shall have been paid. The Administrative Agent shall notify the Company and the Lenders of the Company pursuant heretoRestatement Date, and (i) such notice shall be conclusive and binding. Notwithstanding the foregoing and any loans made under other provision herein to the Prior Credit Agreement which are not repaid on contrary, the Restatement Date will automatically, and without further action on the part obligations of the Lenders or the Company, to make Loans to any Borrower hereunder shall not become Revolving Loans under this Agreement held ratably in proportion to the several Commitments effective unless each of the Lenders hereunder and foregoing conditions is satisfied (iior waived pursuant to Section 10.08) any Existing Letter of Credit issued and outstanding under at or prior to 2:00 p.m., New York City time, on September 27, 2002 (and, in the Prior Credit Agreement will automatically, and without further action on the part of the Lenders or the Company, become Letters of Credit under this Agreement. Any loans under the Prior Credit Agreement which are repaid on the Restatement Date will be paid to the Lenders under the Prior Credit Agreement in event such proportions as shall be necessary to (x) repay in full the Loans held by any lenders under the Prior Credit Agreement which conditions are not Lenders hereunder and (y) allow so satisfied or waived, the Loans remaining outstanding hereunder after giving effect to Commitments shall terminate at such payment to be held by the Lenders hereunder ratably in proportion to their several Commitmentstime).
Appears in 1 contract
Restatement Date. The Company, obligations of the Lenders to make Loans to the Company hereunder shall not become effective until the date on which each Lender, the Agent and the Co-Administrative Agent agree that on the Restatement Date of the following transactions conditions shall be deemed to occur automatically, without further action by any party hereto:have been satisfied (or waived in accordance with Section 10.08):
(a) The Prior Credit Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement shall be deemed signed on behalf of such party or (ii) written evidence satisfactory to be amended and restated in its entirety in the form Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Co-Administrative Agent shall, promptly after receipt shall have received favorable written opinions (each dated as of the Notes reflecting amendments Restatement Date and addressed to the Prior Credit Agreement effected hereunder, cancel Administrative Agent and return to the Company (upon receipt from the Lenders) the promissory notes being replaced by such Notes. The Company, each Lender, the Agent and the Co-Administrative Agent agree that of (i) the restatement transactions provided general counsel of the Company, substantially in the foregoing sentence shall not be effective until the execution form of this Agreement by all of the parties Exhibit D-1 hereto and the satisfaction of the conditions precedent set forth in Section 5.01 hereof, (ii) all terms and conditions of Kirkpatrick & Lockhart LLP, counsel for the Prior Credit Agreement which are amended and restated by Company, substantially xx thx xxxx xf Exhibit D-2 hereto, covering such other matters relating to the Company, this Agreement and the Transactions as the Administrative Agent or its counsel shall remain effective until reasonably request. The Company hereby requests such amendment and restatement becomes effective hereunder, and thereafter shall continue counsel to be effective only as amended and restated by this Agreement, and (iii) the representations, warranties and covenants set forth herein shall become effective concurrently with the execution of this Agreement by all of the parties heretodeliver such opinions.
(c) The LendersAdministrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or such other analogous documents), upon including all amendments thereto, of the effectiveness Company, certified as of this Agreement in accordance with its termsa recent date by the Secretary of State of Delaware, will continue and a certificate as to lend monies and/or make advances, extensions of credit or other financial accommodations to, on behalf of or for the benefit good standing of the Company pursuant heretoas of a recent date, from the Secretary of State of Delaware; (ii) a certificate of the Secretary or Assistant Secretary of the Company dated the Restatement Date certifying (A) that attached thereto is a true and (i) any loans made under complete copy of the Prior Credit Agreement which are not repaid by-laws of the Company as in effect on the Restatement Date will automaticallyand at all times since a date prior to the date of the resolutions of the Company described in item (B) below, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the borrowings hereunder by the Company, and without further action that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of the Company have not been amended since the date of the last amendment thereto shown on the part certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of the Company executing this Agreement or any other document delivered in connection herewith; (iii) a certificate of another officer of the Company as to the incumbency and signature of the Secretary or such Assistant Secretary of the Company executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or counsel for the Company, become Revolving Loans under this Agreement held ratably in proportion to the several Commitments of the Lenders hereunder and (ii) any Existing Letter of Credit issued and outstanding under the Prior Credit Agreement will automatically, and without further action on the part of the Lenders or the Company, become Letters of Credit under this Agreement. Any loans under the Prior Credit Agreement which are repaid on the Restatement Date will be paid to the Lenders under the Prior Credit Agreement in such proportions as shall be necessary to (x) repay in full the Loans held by any lenders under the Prior Credit Agreement which are not Lenders hereunder and (y) allow the Loans remaining outstanding hereunder after giving effect to such payment to be held by the Lenders hereunder ratably in proportion to their several CommitmentsAdministrative Agent may reasonably request.
Appears in 1 contract
Restatement Date. The Company, each Lender, the Agent and the Co-Administrative Agent agree that on On the Restatement Date the following transactions shall be deemed to occur automatically, without further action by any party heretoDate:
(a) The Prior Credit Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1 and (ii) Faegre & Xxxxxx, local counsel for the Borrower, substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Restatement Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions.
(b) The Administrative Agent shall have received (i) a certificate dated the Restatement Date and signed by the Secretary or Assistant Secretary of Holdings and the Borrower certifying (A) that except as set forth on any schedule attached thereto, the certificate or articles of incorporation of each Loan Party previously delivered on the Closing Date (or such later date on which such person became a Loan Party) have not been amended since the date of the last amendment thereto shown on the certificate of good standing so furnished, (B) that except as set forth on any schedule attached thereto, the by-laws of each Loan Party as in effect and delivered on the Closing Date (or such later date on which such person became a Loan Party) have not been amended, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or other equivalent body of each Loan Party authorizing the execution, delivery and performance of the Amendment Agreement shall be deemed to be amended and restated in its entirety (including Exhibit A thereto in the form of this Agreement) and the other Loan Documents to which such person is a party, as applicable, and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (D) as to the incumbency and specimen signature of each officer executing the Amendment Agreement or any other Loan Document or any other document delivered in connection therewith on behalf of such Loan Party; (ii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (i) above; and (iii) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request.
(bc) The Co-Administrative Agent shallshall have received a certificate, promptly after receipt dated the Closing Date and signed by a Financial Officer of the Notes reflecting amendments to the Prior Credit Agreement effected hereunderBorrower, cancel and return to the Company (upon receipt from the Lenders) the promissory notes being replaced by such Notes. The Company, each Lender, the Agent and the Co-Administrative Agent agree that (i) the restatement transactions provided in the foregoing sentence shall not be effective until the execution of this Agreement by all of the parties hereto and the satisfaction of confirming compliance with the conditions precedent set forth in Section 5.01 hereof, paragraphs (iib) all terms and conditions of the Prior Credit Agreement which are amended and restated by this Agreement shall remain effective until such amendment and restatement becomes effective hereunder, and thereafter shall continue to be effective only as amended and restated by this Agreement, and (iiic) the representations, warranties and covenants set forth herein shall become effective concurrently with the execution of this Agreement by all of the parties heretoSection 4.01.
(cd) The LendersAdministrative Agent shall have received all Fees and other amounts due and payable on or prior to the Restatement Date, upon including, to the effectiveness extent invoiced, reimbursement or payment of this all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document.
(e) The Amendment Agreement shall have become effective in accordance with its terms.
(f) The Lenders shall have received, will to the extent requested, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act.
(g) The Security Documents shall be in full force and effect on the Restatement Date, and each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded in order to create or continue to lend monies and/or make advances, extensions in favor of credit or other financial accommodations to, on behalf of or the Collateral Agent for the benefit of the Company pursuant heretoSecured Parties a valid, legal and perfected first-priority Lien on, and security interest in, the Collateral (subject to any Liens expressly permitted by Section 6.02) shall have been delivered to the Collateral Agent. The Pledged Collateral (as defined in the Guarantee and Collateral Agreement) shall be duly and validly pledged under the Guarantee and Collateral Agreement to the Collateral Agent for the benefit of the Secured Parties, and certificates representing such Pledged Collateral, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent.
(h) The Collateral Agent shall have received a certificate, dated the Restatement Date and signed by a Responsible Officer of the Borrower, certifying that, except as set forth on any schedule attached thereto, the information set forth on the Perfection Certificate is complete, correct and accurate in all material respects as of the Restatement Date.
(i) any loans made under At least $18,600,000 aggregate principal amount of Existing Holdings Notes shall have been redeemed simultaneously with the Prior initial Credit Agreement which are not repaid Event on the Restatement Date will automaticallyDate, and without further action on the part Administrative Agent shall have received reasonably satisfactory evidence thereof.
(j) The Lenders shall have received a certificate substantially in the form of Exhibit G from the chief financial officer of the Lenders or the Company, become Revolving Loans under this Agreement held ratably in proportion Borrower to the several Commitments of the Lenders hereunder and (ii) any Existing Letter of Credit issued and outstanding under the Prior Credit Agreement will automaticallyeffect that, and without further action on the part of the Lenders or the Company, become Letters of Credit under this Agreement. Any loans under the Prior Credit Agreement which are repaid on the Restatement Date will be paid to the Lenders under the Prior Credit Agreement in such proportions as shall be necessary to (x) repay in full the Loans held by any lenders under the Prior Credit Agreement which are not Lenders hereunder and (y) allow the Loans remaining outstanding hereunder after giving effect to such payment to the Transactions and the other transactions contemplated hereby, the Borrower and the Subsidiaries, taken as a whole, will not (i) be held insolvent, (ii) be rendered insolvent by the Lenders hereunder ratably Indebtedness incurred in proportion connection therewith, (iii) be left with unreasonably small capital with which to their several Commitmentsengage in its business or (iv) have incurred debts beyond its ability to pay such debts as they mature.
(k) All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, in each case to the extent failure to obtain such approval or consent will or is reasonably likely to have a Material Adverse Effect, and there shall be no litigation, governmental, administrative or judicial action, actual or threatened, that has or would have, singly or in the aggregate, a reasonable likelihood of restraining, preventing or imposing burdensome conditions on the Transactions or the other transactions contemplated hereby.
Appears in 1 contract
Samples: Credit Agreement (Buffets Inc)
Restatement Date. The Company, This Agreement shall not become effective until the date on which each Lender, the Agent and the Co-Administrative Agent agree that on the Restatement Date of the following transactions shall be deemed to occur automatically, without further action by any party hereto:conditions is satisfied (or waived or deferred in accordance with Section 9.02 or the penultimate paragraph of this Section 4.01):
(a) The Prior Credit Agreement Administrative Agent shall be deemed have received favorable written opinions (addressed to be amended the Administrative Agent, the Lenders and restated in its entirety the Issuing Banks and dated the Restatement Date) of (i) Xxxxxxxxx & Xxxxxxx LLP, counsel for the Borrower, substantially in the form of this AgreementExhibit E-1, and (ii) the General Counsel, the Associate General Counsel or an Assistant General Counsel of the Borrower, substantially in the form of Exhibit E-2, and covering such other matters relating to the Credit Parties, the Credit Documents or the Transactions as the Administrative Agent or the Majority Lenders shall reasonably request.
(b) The Co-Administrative Agent shallshall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, promptly after receipt existence and good standing of each Credit Party, the authorization by the Credit Parties of the Notes reflecting amendments Transactions and any other legal matters relating to the Prior Borrower, the other Credit Agreement effected hereunderParties, cancel the Credit Documents or the Transactions, all in form and return substance reasonably satisfactory to the Company (upon receipt from the Lenders) the promissory notes being replaced by such Notes. The Company, each Lender, the Administrative Agent and the Co-Administrative Agent agree that (i) the restatement transactions provided in the foregoing sentence shall not be effective until the execution of this Agreement by all of the parties hereto and the satisfaction of the conditions precedent set forth in Section 5.01 hereof, (ii) all terms and conditions of the Prior Credit Agreement which are amended and restated by this Agreement shall remain effective until such amendment and restatement becomes effective hereunder, and thereafter shall continue to be effective only as amended and restated by this Agreement, and (iii) the representations, warranties and covenants set forth herein shall become effective concurrently with the execution of this Agreement by all of the parties heretoits counsel.
(c) The LendersDF Commitments (as defined in the Existing Credit Agreement) shall have terminated, upon all DF Loans (as defined in the Existing Credit Agreement) shall have been repaid, all other amounts outstanding or accrued for the accounts of or owing to the DF Lenders (as defined in the Existing Credit Agreement), including their Deposits (as defined in the Existing Credit Agreement) shall have been paid and all DF Letters of Credit (as defined in the Existing Credit Agreement) shall have been canceled or returned or continued hereunder as Existing Letters of Credit.
(d) The Obligations shall have been designated by the Borrower as, and shall be, "Designated Senior Obligations" under the Lien Subordination and Intercreditor Agreement.
(e) The amendment and restatement of the Second Lien Agreement shall have become effective or shall concurrently become effective in substantially the form thereof most recently posted to IntraLinks prior to the date hereof with only such changes thereto as shall not be adverse to the Lenders in any material respect and shall have been approved by the Administrative Agent. All conditions to the effectiveness of this the amendment and restatement of the Second Lien Agreement in accordance with its terms, will continue to lend monies and/or make advances, extensions of credit or other financial accommodations to, on behalf of or shall have been satisfied. The Collateral Agent and the collateral agent for the benefit of the Company pursuant hereto, and (i) any loans made under the Prior Credit Second Lien Agreement which are not repaid on the Restatement Date will automatically, and without further action on the part shall have reaffirmed application of the Lenders or the Company, become Revolving Loans under this Lien Subordination Agreement held ratably in proportion to the several Commitments respect of the Lenders hereunder Obligations and (ii) any Existing Letter of Credit issued and outstanding the obligations under the Prior Credit Agreement will automatically, amended and without further action on the part of the Lenders or the Company, become Letters of Credit under this restated Second Lien Agreement. Any loans under the Prior Credit Agreement which are repaid on the Restatement Date will be paid to the Lenders under the Prior Credit Agreement in such proportions as shall be necessary to (x) repay in full the Loans held by any lenders under the Prior Credit Agreement which are not Lenders hereunder and (y) allow the Loans remaining outstanding hereunder after giving effect to such payment to be held by the Lenders hereunder ratably in proportion to their several Commitments.
Appears in 1 contract
Samples: First Lien Credit Agreement (Goodyear Tire & Rubber Co /Oh/)
Restatement Date. The Company, each Lender, the Agent and the Co-Administrative Agent agree that on On the Restatement Date the following transactions shall be deemed to occur automatically, without further action by any party heretoDate:
(a) The Prior Credit Agreement Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Xxxxxxx Xxxx & Xxxxxxxxx, counsel for Holdings and the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, and (ii) each local counsel listed on Schedule 4.02(a), in form and substance reasonably satisfactory to the Administrative Agent, in each case (A) dated the Restatement Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions.
(b) All legal matters incident to the Amendment Agreement, this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be deemed reasonably satisfactory to be the Lenders, to the Issuing Bank and to the Administrative Agent.
(c) The Administrative Agent shall have received (i) a certificate, dated the Restatement Date and signed by the Secretary or Assistant Secretary of Holdings and the Borrower, certifying that (A) except as set forth on any schedule attached thereto, the certificate or articles of incorporation of Holdings, the Borrower and each other Loan Party previously delivered on the Closing Date (or such later date on which such person became a Loan Party) have not been amended since the date of such delivery, (B) except as set forth on any schedule attached thereto, the by-laws of Holdings, the Borrower and restated each other Loan Party as in its entirety effect and delivered on the Closing Date (or such later date on which such person became a Loan Party) have not been amended since the date of such delivery, (C) attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or other equivalent governing body of Holdings, the Borrower and each other Loan Party authorizing the execution, delivery and performance of the Amendment Agreement (including Exhibit A thereto in the form of this Agreement) and the other Loan Documents to which such person is a party, as applicable, and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) attached thereto is a certificate as to the good standing of Holdings, the Borrower and each other Loan Party as of a recent date by the Secretary of State of the state of its organization, and (E) as to the incumbency and specimen signature of each officer executing the Amendment Agreement or any other Loan Document or any other document delivered in connection therewith on behalf of such Loan Party; (ii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (i) above; and (iii) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request.
(bd) The Co-Administrative Agent shallshall have received a certificate, promptly after receipt dated the Restatement Date and signed by a Financial Officer of the Notes reflecting amendments to the Prior Credit Agreement effected hereunderBorrower, cancel and return to the Company (upon receipt from the Lenders) the promissory notes being replaced by such Notes. The Company, each Lender, the Agent and the Co-Administrative Agent agree that (i) the restatement transactions provided in the foregoing sentence shall not be effective until the execution of this Agreement by all of the parties hereto and the satisfaction of confirming compliance with the conditions precedent set forth in Section 5.01 hereof, paragraphs (iib) all terms and conditions of the Prior Credit Agreement which are amended and restated by this Agreement shall remain effective until such amendment and restatement becomes effective hereunder, and thereafter shall continue to be effective only as amended and restated by this Agreement, and (iii) the representations, warranties and covenants set forth herein shall become effective concurrently with the execution of this Agreement by all of the parties hereto.
(c) The Lenders, upon the effectiveness of this Agreement in accordance with its terms, will continue to lend monies and/or make advances, extensions of credit or other financial accommodations to, on behalf of or for the benefit of the Company pursuant hereto, and (i) any loans made under the Prior Credit Agreement which are not repaid on the Restatement Date will automatically, and without further action on the part of the Lenders or the Company, become Revolving Loans under this Agreement held ratably in proportion to the several Commitments of the Lenders hereunder and (ii) any Existing Letter of Credit issued and outstanding under the Prior Credit Agreement will automatically, and without further action on the part of the Lenders or the Company, become Letters of Credit under this Agreement. Any loans under the Prior Credit Agreement which are repaid on the Restatement Date will be paid to the Lenders under the Prior Credit Agreement in such proportions as shall be necessary to (x) repay in full the Loans held by any lenders under the Prior Credit Agreement which are not Lenders hereunder and (y) allow the Loans remaining outstanding hereunder after giving effect to such payment to be held by the Lenders hereunder ratably in proportion to their several CommitmentsSection 4.01.
Appears in 1 contract
Samples: Credit Agreement (Transdigm Inc)
Restatement Date. The CompanyThis amendment and restatement of the Original Agreement, each Lender, the Agent and the Co-Administrative Agent agree that obligations of the Lenders to make Loans hereunder and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on the Restatement Date which each of the following transactions shall be deemed to occur automatically, without further action by any party hereto:conditions is satisfied (or waived in accordance with Section 9.02):
(a) The Prior Credit Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement shall be deemed signed on behalf of such party or (ii) written evidence satisfactory to be amended and restated in its entirety in the form Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Co-Administrative Agent shall, promptly after receipt of the Notes reflecting amendments shall have received a favorable written opinion (addressed to the Prior Credit Agreement effected hereunder, cancel and return to the Company (upon receipt from the Lenders) the promissory notes being replaced by such Notes. The Company, each LenderAdministrative Agent, the Agent Issuing Banks and the Co-Administrative Agent agree that Lenders and dated the Restatement Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the restatement transactions provided Loan Parties, substantially in the foregoing sentence shall not be effective until the execution form of this Agreement by all of the parties hereto Exhibit B-1 and the satisfaction of the conditions precedent set forth in Section 5.01 hereof, (ii) all terms and conditions Gowling Xxxxxxx Xxxxxxxxx LLP, Canadian counsel for certain of the Prior Credit Agreement which are amended and restated by Loan Parties, substantially in the form of Exhibit B-2, in each case covering such matters relating to the Loan Parties, this Agreement or the Transactions as the Administrative Agent shall remain effective until reasonably request. The Loan Parties hereby request such amendment and restatement becomes effective hereunder, and thereafter shall continue counsel to be effective only as amended and restated by this Agreement, and (iii) the representations, warranties and covenants set forth herein shall become effective concurrently with the execution of this Agreement by all of the parties heretodeliver such opinions.
(c) The LendersLenders shall have received the financial statements described in Section 3.05.
(d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, upon existence and good standing of the effectiveness Loan Parties, the authorization of the Transactions and any other legal matters relating to the Loan Parties, this Agreement or the Transactions, all in accordance with form and substance reasonably satisfactory to the Administrative Agent and its terms, will continue to lend monies and/or make advances, extensions of credit or other financial accommodations to, on behalf of or for the benefit of the Company pursuant hereto, and counsel.
(e) The Administrative Agent shall be reasonably satisfied that (i) any loans made under the Prior Credit Agreement which representations and warranties of the Loan Parties set forth in the Loan Documents are not repaid on true and correct in all material respects as of the Restatement Date will automaticallyand (ii) no default, prepayment event or creation of Liens under debt instruments or other agreements to which any Loan Party or Subsidiary is a party would result from the Transactions.
(f) All material consents and approvals required to be obtained from any Governmental Authority or any other Person in connection with the Transactions shall have been obtained.
(g) Since December 31, 2013, there has been no material adverse change in the business, assets, operations or financial condition of the Guarantors and the Subsidiaries, taken as a whole.
(h) The Administrative Agent shall have received a certificate, dated the Restatement Date and signed by a Financial Officer of each Loan Party, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.
(i) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Loan Parties hereunder, and without further action on all fees payable pursuant to the part of fee letter dated April 30, 2014 among the Loan Parties, the Administrative Agent and Citigroup Global Markets Inc.
(j) The Lenders shall have received, to the extent requested, all documentation and other information reasonably requested by the Lenders or the CompanyAdministrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, become Revolving Loans under this Agreement held ratably in proportion to including the several Commitments USA Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders hereunder to make Loans and (ii) any Existing Letter of Credit issued and outstanding under the Prior Credit Agreement will automatically, and without further action on the part of the Lenders or the Company, become Issuing Banks to issue Letters of Credit under this Agreement. Any loans under hereunder shall not become effective unless each of the Prior Credit Agreement which are repaid foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on the Restatement Date will be paid to the Lenders under the Prior Credit Agreement in such proportions as shall be necessary to (x) repay in full the Loans held by any lenders under the Prior Credit Agreement which are not Lenders hereunder and (y) allow the Loans remaining outstanding hereunder after giving effect to such payment to be held by the Lenders hereunder ratably in proportion to their several CommitmentsMay 29, 2014.
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Restatement Date. The Company, obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each Lender, the Agent and the Co-Administrative Agent agree that on the Restatement Date of the following transactions shall be deemed to occur automatically, without further action by any party hereto:conditions is satisfied (or waived in accordance with Section 9.02):
(a) The Prior Credit Agreement Administrative Agent (or its counsel) shall be deemed have received from each party hereto and to be amended and restated in its entirety in the form other Loan Documents either (i) a counterpart of the Loan Documents signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of the Loan Documents.
(b) The Co-Administrative Agent shall, promptly after receipt of the Notes reflecting amendments shall have received a favorable written opinion (addressed to the Prior Credit Agreement effected hereunder, cancel and return to the Company (upon receipt from the Lenders) the promissory notes being replaced by such Notes. The Company, each Lender, the Administrative Agent and the Co-Administrative Agent agree that (iLenders and dated the Restatement Date) of Xxxxxxx X. Xxxxxxxxx, General Counsel for the restatement transactions provided in the foregoing sentence shall not be effective until the execution of this Agreement by all of the parties hereto Borrower and the satisfaction of Guarantors, covering such matters relating to the conditions precedent set forth in Section 5.01 hereofBorrower, (ii) all terms and conditions of the Prior Credit Agreement which are amended and restated by this Agreement shall remain effective until such amendment and restatement becomes effective hereunderGuarantors, and thereafter shall continue to be effective only as amended and restated by this Agreement, the other Loan Documents and (iii) the representationsTransactions as the Administrative Agent shall reasonably request, warranties such opinions to be in form and covenants set forth herein shall become effective concurrently with substance satisfactory to the execution of this Agreement by all of the parties heretoAdministrative Agent. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower and the Guarantors, the authorization of the Transactions and any other legal matters relating to the Borrower and the Guarantors, this Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Date and signed by an Authorized Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.
(e) The Administrative Agent shall have received a copy of a letter, in form and substance acceptable to the Administrative Agent, from the Borrower to the Pledgee notifying the Pledgee that this Agreement and the Subsidiary Guaranty shall be “Permitted Debt Agreements” under the Pledge Agreement.
(f) The Lenders, upon the effectiveness Administrative Agent and the Lead Arrangers shall have received all fees and other amounts due and payable on or prior to the Restatement Date, including, to the extent invoiced, reimbursement or payment of this Agreement all out of pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) All material governmental, shareholder and material third party consents and approvals necessary in accordance connection with its terms, will continue to lend monies and/or make advances, extensions of credit or other financial accommodations to, on behalf of or for the benefit of the Company pursuant hereto, Transactions shall have been obtained and all such consents and approvals shall be in force and effect.
(h) The Lenders shall have received (i) any loans made under the Prior Credit Agreement which are not repaid on the Restatement Date will automaticallyU.S. GAAP audited consolidated balance sheets and related statements of income, stockholders’ equity and without further action on the part cash flows of the Lenders or Borrower for the Company2011, become Revolving Loans under this Agreement held ratably in proportion to the several Commitments of the Lenders hereunder 2010 and 2009 fiscal years and (ii) any Existing Letter U.S. GAAP unaudited consolidated balance sheets and related statements of Credit issued income, stockholders’ equity and outstanding cash flows of the Borrower for each subsequent fiscal quarter ended at least 45 days before the Restatement Date.
(i) All principal, interest, fees and other amounts owing under the Prior Existing Credit Agreement will automaticallyshall have been (or shall substantially contemporaneously be) repaid in full (other than amounts continuing hereunder).
(j) The Administrative Agent shall have received a consent (an “Exiting Lender Consent”) to the Credit Agreement from each Exiting Lender under the Existing Credit Agreement in form and substance satisfactory to the Administrative Agent.
(k) The Administrative Agent shall have received such other documents as the Administrative Agent, any Lender or their counsel may have reasonably requested. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Date, and without further action on such notice shall be conclusive and binding. Notwithstanding the part foregoing, the obligations of the Lenders or to make Loans and of the Company, become Issuing Bank to issue Letters of Credit under this Agreement. Any loans under hereunder shall not become effective unless each of the Prior Credit Agreement which are repaid foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on May 31, 2012 (and, in the Restatement Date will be paid to the Lenders under the Prior Credit Agreement in event such proportions as shall be necessary to (x) repay in full the Loans held by any lenders under the Prior Credit Agreement which conditions are not Lenders hereunder and (y) allow so satisfied or waived, the Loans remaining outstanding hereunder after giving effect to Commitments shall terminate at such payment to be held by the Lenders hereunder ratably in proportion to their several Commitmentstime).
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Restatement Date. The Company, This Agreement shall not become effective until the date on which each Lender, the Agent and the Co-Administrative Agent agree that on the Restatement Date of the following transactions shall be deemed to occur automatically, without further action by any party hereto:conditions is satisfied (or waived or deferred in accordance with Section 9.02 or the penultimate paragraph of this Section 4.01):
(a) The Prior Credit Administrative Agent (or its counsel) shall have received from the Borrower, the Administrative Agent and each Lender either (i) counterparts of this Agreement shall be deemed signed on behalf of each such party or (ii) written evidence satisfactory to be amended and restated in its entirety in the form Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that each such party has signed a counterpart of this Agreement.
(b) The Co-Administrative Agent shall, promptly after receipt of the Notes reflecting amendments shall have received favorable written opinions (addressed to the Prior Credit Agreement effected hereunder, cancel and return to the Company (upon receipt from the Lenders) the promissory notes being replaced by such Notes. The Company, each Lender, the Administrative Agent and the Co-Administrative Agent agree that Lenders and dated the Restatement Date) of (i) Xxxxxxxxx & Xxxxxxx LLP, counsel for the restatement transactions provided in the foregoing sentence shall not be effective until the execution of this Agreement by all of the parties hereto Borrower, and the satisfaction of the conditions precedent set forth in Section 5.01 hereof, (ii) all terms and conditions the General Counsel, an Associate General Counsel or a Senior Legal Counsel of the Prior Credit Agreement which are amended Borrower, in each case in form and restated by this Agreement shall remain effective until such amendment and restatement becomes effective hereundersubstance reasonably satisfactory to the Administrative Agent, and thereafter covering such other matters relating to the Credit Parties, the Credit Documents or the Transactions as the Administrative Agent or the Majority Lenders shall continue to be effective only as amended and restated by this Agreement, and (iii) the representations, warranties and covenants set forth herein shall become effective concurrently with the execution of this Agreement by all of the parties heretoreasonably request.
(c) The LendersAdministrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, upon existence and good standing of each Credit Party, the authorization by the Credit Parties of the Transactions and any other legal matters relating to the Borrower, the other Credit Parties, the Credit Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received counterparts of (x) the Lenders Lien Subordination and Intercreditor Agreement and (y) the Lien Subordination and Intercreditor Agreement, each duly executed and delivered by each party thereto.
(e) The amendment and restatement of the First Lien Agreement shall have become effective or shall concurrently become effective in substantially the form thereof most recently posted to IntraLinks prior to the date hereof with only such changes thereto as shall not be adverse to the Lenders in any material respect and shall have been approved by the Administrative Agent. All conditions to the effectiveness of the amendment and restatement of the First Lien Agreement shall have been satisfied.
(f) The representations and warranties set forth in Article III (including the representation in Section 3.03(a)(iii)) and in the other Credit Documents (insofar as the representations and warranties in such other Credit Documents relate to the transactions provided for herein or to the Collateral securing the Obligations) shall be true and correct in all material respects on the Restatement Date and the Administrative Agent shall have received a certificate signed by a Financial Officer to the effect that the representations and warranties set forth in Article III shall be true and correct in all material respects on the Restatement Date.
(g) The Borrower and the other Credit Parties shall be in compliance with all the terms and provisions set forth herein and in the other Credit Documents in all material respects on their part to be observed or performed, and at the time of and immediately after the Restatement Date, no Default shall have occurred and be continuing, and the Administrative Agent shall have received a certificate signed by a Financial Officer to that effect.
(h) The Administrative Agent shall have received all fees, interest and other amounts due and payable on or prior to, or accrued to, the Restatement Date under the Existing Credit Agreement (including any break funding payments payable by the Borrower under Section 2.12(a) of the Existing Credit Agreement to Lenders under the Existing Credit Agreement (determined as if all Loans under the Existing Credit Agreement were being prepaid as of the Restatement Date) as a result of the transactions contemplated by Section 2.01 hereof), and all fees and other amounts due and payable in connection with the effectiveness of this Agreement in accordance with its termsAgreement, will continue including, to lend monies and/or make advancesthe extent invoiced, extensions reimbursement or payment of credit all out-of-pocket expenses required to be reimbursed or other financial accommodations to, on behalf of or for paid by the benefit of the Company pursuant hereto, and Borrower hereunder.
(i) any loans made under the Prior Credit Agreement which are not repaid on The Administrative Agent shall have received (i) a completed Restatement Date Perfection Certificate dated the Restatement Date will automaticallyand signed by a Financial Officer, and without further action on the part of the Lenders or the Companytogether with all attachments contemplated thereby, become Revolving Loans under this Agreement held ratably in proportion to the several Commitments of the Lenders hereunder and (ii) any Existing Letter the results of a search of the Uniform Commercial Code (or equivalent) filings or registrations made with respect to the Credit issued Parties in the jurisdictions referred to in paragraph 1 of the Restatement Date Perfection Certificate and outstanding copies of the financing statements (or similar documents) disclosed by such search.
(j) The Administrative Agent shall have received from the Borrower and each Subsidiary Guarantor (other than the Excluded Subsidiaries and the Consent Subsidiaries) a counterpart of the Reaffirmation Agreement duly executed and delivered on behalf of the Borrower or such Subsidiary as a Guarantor and (in the case of each Subsidiary that is a Grantor under the Prior Credit Guarantee and Collateral Agreement will automaticallyor a Canadian Grantor under any Canadian Security Agreement) a Grantor.
(k) The Collateral Agent (or its sub-agent for perfection) shall have received certificates representing all Capital Stock (other than any uncertificated Capital Stock) pledged pursuant to the Guarantee and Collateral Agreement, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank.
(l) All Uniform Commercial Code financing statements or other personal property security filings and recordations with the United States Patent and Trademark Office, the Canadian Intellectual Property Office and the Federal Aviation Administration required by law or reasonably requested by the Collateral Agent to be filed or recorded to perfect or continue the Liens intended to be created on the Collateral (to the extent such Liens may be perfected or continued by filings under the Uniform Commercial Code as in effect in any applicable jurisdiction or by filings or registrations under applicable Canadian personal property security legislation or by filings with the United States Patent and Trademark Office or the Federal Aviation Administration) shall have been filed or recorded or delivered to the Collateral Agent for filing or recording.
(m) The Collateral Agent shall have received (i) counterparts of an amended and restated Mortgage with respect to each Mortgaged Property, duly executed and delivered by the record owner of such Mortgaged Property, (ii) endorsements issued by the applicable nationally recognized title insurance company to each applicable policy of title insurance insuring the Lien of each such Mortgage as amended and restated as a valid first Lien on the Mortgaged Property described therein, free of any other Liens (other than Liens referred to in such policies of title insurance and acceptable to the Administrative Agent and Liens permitted by Section 6.06), together with such other endorsements as the Collateral Agent or the Majority Lenders may reasonably request, and (iii) such legal opinions and other documents as shall reasonably have been requested by the Collateral Agent with respect to any such amended and restated Mortgage or Mortgaged Property.
(n) The Administrative Agent shall have received evidence from (i) each “Deposit Account Institution” that is required to be party to a “Lockbox Agreement” (as such terms are defined in the Guarantee and Collateral Agreement) and (ii) each securities intermediary that is required by Section 5.09 of the Guarantee and Collateral Agreement to be a party to a “Securities Account Control Agreement” (as such term is defined in the Guarantee and Collateral Agreement) that such agreement has been duly executed by all requisite parties and has become effective.
(o) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. The Collateral Agent may enter into agreements with the Borrower to grant extensions of time for the perfection of security interests in or the delivery of surveys, title insurance, legal opinions or other documents with respect to particular assets where it determines that perfection cannot be accomplished or such documents cannot be delivered without further undue effort or expense by the Restatement Date or any later date on which they are required to be accomplished or delivered under this Agreement or the Security Documents. Any failure of the Borrower to satisfy a requirement of any such agreement by the date specified therein (or any later date to which the Collateral Agent may agree) shall constitute a breach of the provision of this Agreement or the Security Document under which the original requirement was applicable. Without limiting the foregoing, it is anticipated that the actions listed on Annex I to the Disclosure Letter will not have been completed by the Restatement Date, and the Borrower covenants and agrees that each of such actions will be completed by the date specified for such action on in such Annex I (or any later date to which the part Collateral Agent may agree) and that the Borrower will comply with all of the undertakings set forth in such Annex I. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Date in writing, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to purchase Loans hereunder shall not become effective unless each of the foregoing conditions (except as contemplated by the immediately preceding paragraph) shall have been satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on April 30, 2012 (and, in the Company, become Letters of Credit under this Agreement. Any loans under the Prior Credit Agreement which are repaid on the Restatement Date will be paid to the Lenders under the Prior Credit Agreement in event such proportions as shall be necessary to (x) repay in full the Loans held by any lenders under the Prior Credit Agreement which conditions are not Lenders hereunder and (y) allow so satisfied or waived, the Loans remaining outstanding hereunder after giving effect to Commitments shall terminate at such payment to be held by the Lenders hereunder ratably in proportion to their several Commitmentstime).
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Samples: Second Lien Credit Agreement (Goodyear Tire & Rubber Co /Oh/)
Restatement Date. The Company, This Amended Agreement shall not become effective until the date on which each Lender, the Agent and the Co-Administrative Agent agree that on the Restatement Date of the following transactions shall be deemed to occur automatically, without further action by any party hereto:conditions has been satisfied (or waived in accordance with Section 9.05):
(a) The Prior Credit Agreement Administrative Agent shall be deemed have received for the benefit of each Lender a signed copy of the favorable written opinion, and addressed to be amended and restated in its entirety the Lenders, of (i) Xxxxx Xxxxx L.L.P., counsel for the Borrower, substantially in the form set forth in Exhibit B, and (ii) Xxxxxx X. X'Xxxxx, Esq., Deputy General Counsel of this Agreementthe Borrower, substantially in the form set forth in Exhibit C, in each case reasonably satisfactory to Xxxxx Xxxx & Xxxxxxxx, special counsel for the Agents.
(b) The Co-Administrative Agent shallshall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request on or before the date hereof relating to the organization, promptly after receipt existence and good standing of each Obligor, the authorization of the Notes reflecting amendments Loan Documents and the transactions contemplated thereby and any other legal matters relating to the Prior Credit Agreement effected hereunderforegoing, cancel all in form and return substance reasonably satisfactory to the Company (upon receipt from the Lenders) the promissory notes being replaced by such Notes. The Company, each Lender, the Agent and the Co-Administrative Agent agree that (i) the restatement transactions provided in the foregoing sentence shall not be effective until the execution of this Agreement by all of the parties hereto and the satisfaction of the conditions precedent set forth in Section 5.01 hereof, (ii) all terms and conditions of the Prior Credit Agreement which are amended and restated by this Agreement shall remain effective until such amendment and restatement becomes effective hereunder, and thereafter shall continue to be effective only as amended and restated by this Agreement, and (iii) the representations, warranties and covenants set forth herein shall become effective concurrently with the execution of this Agreement by all of the parties heretoAgent.
(c) The LendersAdministrative Agent shall have received counterparts of this Amended Agreement (or facsimile or other evidence satisfactory to the Administrative Agent of the execution of a counterpart hereof) which, upon when taken together, bear the signatures of (i) each party hereto that is not a party to the Original Credit Agreement and (ii) each party to the Original Credit Agreement whose execution and delivery hereof is required by the terms of the Original Credit Agreement for the effectiveness of this Agreement in accordance with its termsAmended Agreement.
(d) The Borrower shall have consummated an issuance of Series D Senior Secured Notes pursuant to a Debt Incurrence for gross cash proceeds of not less than $275,000,000.
(e) The Administrative Agent shall have received all fees due and payable on or prior to the Restatement Date, will continue including to lend monies and/or make advancesthe extent invoiced, extensions reimbursement or payment of credit all out-of-pocket expenses required to be reimbursed or other financial accommodations to, on behalf of or for paid by the benefit Borrower hereunder.
(f) The Borrower shall have prepaid not less than $200,000,000 aggregate principal amount of the Company Term Loans pursuant hereto, and (i) any loans made under the Prior Credit Agreement which are not repaid on the Restatement Date will automatically, and without further action on the part to Section 2.09 of the Lenders or the CompanyOriginal Credit Agreement, become together with accrued interest thereon and applicable prepayment fees.
(g) The Borrower shall have prepaid all Revolving Loans under this Agreement held ratably in proportion to the several Commitments of the Lenders hereunder and (ii) any Existing Letter of Credit issued and Swingline Loans outstanding under the Prior Original Credit Agreement will automaticallyAgreement, together with accrued interest thereon and without further action on the part of the Lenders or the Company, become Letters of Credit under this Agreement. Any loans under the Prior Credit Agreement which are repaid on the Restatement Date will be paid to the Lenders under the Prior Credit Agreement in such proportions as shall be necessary to (x) repay in full the Loans held by any lenders under the Prior Credit Agreement which are not Lenders hereunder and (y) allow the Loans remaining outstanding hereunder after giving effect to such payment to be held by the Lenders hereunder ratably in proportion to their several Commitmentsaccrued fees thereunder.
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Restatement Date. The Company, This Amended Agreement shall not become effective until the date on which each Lender, the Agent and the Co-Administrative Agent agree that on the Restatement Date of the following transactions shall be deemed to occur automatically, without further action by any party hereto:conditions has been satisfied (or waived in accordance with Section 9.05)
(a) The Prior Credit Agreement Administrative Agent shall be deemed have received for the benefit of each Lender a signed copy of the favorable written opinion, and addressed to be amended and restated in its entirety the Lenders, of (i) Xxxxx Xxxxx L.L.P., counsel for the Borrower, substantially in the form set forth in Exhibit B, and (ii) Xxxxxx X. X’Xxxxx, Esq., Deputy General Counsel of this Agreementthe Borrower, substantially in the form set forth in Exhibit C, in each case reasonably satisfactory to Xxxxx Xxxx & Xxxxxxxx, special counsel for the Agents.
(b) The Co-Administrative Agent shallshall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request on or before the date hereof relating to the organization, promptly after receipt existence and good standing of each Obligor, the authorization of the Notes reflecting amendments Loan Documents and the transactions contemplated thereby and any other legal matters relating to the Prior Credit Agreement effected hereunderforegoing, cancel all in form and return substance reasonably satisfactory to the Company (upon receipt from the Lenders) the promissory notes being replaced by such Notes. The Company, each Lender, the Agent and the Co-Administrative Agent agree that (i) the restatement transactions provided in the foregoing sentence shall not be effective until the execution of this Agreement by all of the parties hereto and the satisfaction of the conditions precedent set forth in Section 5.01 hereof, (ii) all terms and conditions of the Prior Credit Agreement which are amended and restated by this Agreement shall remain effective until such amendment and restatement becomes effective hereunder, and thereafter shall continue to be effective only as amended and restated by this Agreement, and (iii) the representations, warranties and covenants set forth herein shall become effective concurrently with the execution of this Agreement by all of the parties heretoAgent.
(c) The LendersAdministrative Agent shall have received counterparts of this Amended Agreement (or facsimile or other evidence satisfactory to the Administrative Agent of the execution of a counterpart hereof) which, upon when taken together, bear the signatures of (i) each party hereto that is not a party to the Original Credit Agreement and (ii) each party to the Original Credit Agreement whose execution and delivery hereof is required by the terms of the Original Credit Agreement for the effectiveness of this Agreement in accordance with its terms, will continue Amended Agreement.
(d) The Administrative Agent shall have received all fees due and payable on or prior to lend monies and/or make advances, extensions of credit or other financial accommodations to, on behalf of or for the benefit of the Company pursuant hereto, and (i) any loans made under the Prior Credit Agreement which are not repaid on the Restatement Date will automaticallyDate, and without further action on including to the part extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Lenders or the Company, become Borrower hereunder.
(e) The Borrower shall have prepaid all Revolving Loans under this Agreement held ratably in proportion to the several Commitments of the Lenders hereunder and (ii) any Existing Letter of Credit issued and Swingline Loans outstanding under the Prior Original Credit Agreement will automaticallyAgreement, together with accrued interest thereon and without further action on the part accrued fees thereunder.
(f) The Obligors shall have delivered appropriate amendments or supplements to add derivative, foreign exchange and cash management exposures of the Lenders or the Company, become Letters of Credit under this Agreement. Any loans as secured obligations under the Prior Credit Agreement which are repaid on the Restatement Date will be paid to the Lenders under the Prior Credit Agreement in such proportions as shall be necessary to (x) repay in full the Loans held by any lenders under the Prior Credit Agreement which are not Lenders hereunder and (y) allow the Loans remaining outstanding hereunder after giving effect to such payment to be held by the Lenders hereunder ratably in proportion to their several Commitments.Collateral Documents
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